Home > Insider Trading > Filing (0001193805-15-001046)

Filing Details

Accession Number:: 0001193805-15-001046
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-06-25 15:14:12
Reporting Period:: 2015-06-23

Filing Date:: 2015-06-25
Accepted Time:: 2015-06-25 15:14:12
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1626199	Nivalis Therapeutics Inc.	NVLS	Pharmaceutical Preparations (2834)	208969493

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1009258	Deerfield Management Co	780 Third Avenue, 37Th Floor New York NY 10017	No	No	Yes	Yes
1010823	L.p. Mgmt Deerfield	780 Third Avenue 37Th Floor New York NY 10017	No	No	Yes	Yes
1352546	E James Flynn	780 Third Avenue, 37Th Floor New York NY 10017	No	No	Yes	Yes
1354395	Deerfield Special Situations Fund, L.p.	780 3Rd Avenue 37Th Floor New York NY 10017	No	No	Yes	Yes
1397526	P L Fund Design Private Deerfield	780 Third Avenue 37Th Floor New York NY 10017	No	No	Yes	Yes
1407589	Deerfield Private Design International, L.p.	780 Third Avenue, 37Th Floor New York NY 10017	No	No	Yes	Yes
1483686	Deerfield Private Design International Ii, L.p.	Bison Court, P.o. Box 3460 Road Town, Tortola D8 00000	No	No	Yes	Yes
1483687	Deerfield Private Design Fund Ii, L.p.	780 Third Avenue, 37Th Floor New York NY 10017	No	No	Yes	Yes

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2015-06-23	696,993	$0.00	886,348	No	4	C	Indirect	Through Deerfield Special Situations Fund, L.P.
Common Stock	Acquisiton	2015-06-23	301,027	$0.00	383,237	No	4	C	Indirect	Through Deerfield Private Design Fund, L.P.
Common Stock	Acquisiton	2015-06-23	484,944	$0.00	617,397	No	4	C	Indirect	Through Deerfield Private Design International, L.P.
Common Stock	Acquisiton	2015-06-23	375,592	$0.00	375,592	No	4	C	Indirect	Through Deerfield Private Design Fund II, L.P.
Common Stock	Acquisiton	2015-06-23	430,399	$0.00	430,399	No	4	C	Indirect	Through Deerfield Private Design International II, L.P.
Common Stock	Acquisiton	2015-06-23	133,597	$0.00	1,019,945	No	4	C	Indirect	Through Deerfield Special Situations Fund, L.P.
Common Stock	Acquisiton	2015-06-23	18,825	$0.00	402,062	No	4	C	Indirect	Through Deerfield Private Design Fund, L.P.
Common Stock	Acquisiton	2015-06-23	29,755	$0.00	647,152	No	4	C	Indirect	Through Deerfield Private Design International, L.P.
Common Stock	Acquisiton	2015-06-23	282,984	$0.00	658,576	No	4	C	Indirect	Through Deerfield Private Design Fund II, L.P.
Common Stock	Acquisiton	2015-06-23	324,278	$0.00	754,677	No	4	C	Indirect	Through Deerfield Private Design International II, L.P.
Common Stock	Acquisiton	2015-06-23	104,795	$14.00	1,124,740	No	4	P	Indirect	Through Deerfield Special Situations Fund, L.P.
Common Stock	Acquisiton	2015-06-23	67,666	$14.00	726,242	No	4	P	Indirect	Through Deerfield Private Design Fund II, L.P.
Common Stock	Acquisiton	2015-06-23	77,539	$14.00	832,216	No	4	P	Indirect	Through Deerfield Private Design International II, L.P.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	Through Deerfield Special Situations Fund, L.P.
No	4	C	Indirect	Through Deerfield Private Design Fund, L.P.
No	4	C	Indirect	Through Deerfield Private Design International, L.P.
No	4	C	Indirect	Through Deerfield Private Design Fund II, L.P.
No	4	C	Indirect	Through Deerfield Private Design International II, L.P.
No	4	C	Indirect	Through Deerfield Special Situations Fund, L.P.
No	4	C	Indirect	Through Deerfield Private Design Fund, L.P.
No	4	C	Indirect	Through Deerfield Private Design International, L.P.
No	4	C	Indirect	Through Deerfield Private Design Fund II, L.P.
No	4	C	Indirect	Through Deerfield Private Design International II, L.P.
No	4	P	Indirect	Through Deerfield Special Situations Fund, L.P.
No	4	P	Indirect	Through Deerfield Private Design Fund II, L.P.
No	4	P	Indirect	Through Deerfield Private Design International II, L.P.

Reported Derivative Transactions

Show Other Fields >>

Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series 1 Preferred Stock	Disposition	2015-06-23	2,013,613	$0.00	696,993	$0.00
Common Stock	Series 1 Preferred Stock	Disposition	2015-06-23	869,667	$0.00	301,027	$0.00
Common Stock	Series 1 Preferred Stock	Disposition	2015-06-23	1,401,003	$0.00	484,944	$0.00
Common Stock	Series 1 Preferred Stock	Disposition	2015-06-23	1,085,085	$0.00	375,592	$0.00
Common Stock	Series 1 Preferred Stock	Disposition	2015-06-23	1,243,423	$0.00	430,399	$0.00
Common Stock	Series 2 Preferred Stock	Disposition	2015-06-23	385,962	$0.00	133,597	$0.00
Common Stock	Series 2 Preferred Stock	Disposition	2015-06-23	54,385	$0.00	18,825	$0.00
Common Stock	Series 2 Preferred Stock	Disposition	2015-06-23	85,962	$0.00	29,755	$0.00
Common Stock	Series 2 Preferred Stock	Disposition	2015-06-23	817,541	$0.00	282,984	$0.00
Common Stock	Series 2 Preferred Stock	Disposition	2015-06-23	936,839	$0.00	324,278	$0.00

Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect

Footnotes

The Series 1 Preferred Stock and Series 2 Preferred Stock (the "Preferred Stock") were convertible at any time into the Issuer's Common Stock, on the basis of 1 share of Common Stock per 2.889 shares of Preferred Stock, and had no expiration date. The Preferred Stock converted into shares of the Issuer's Common Stock prior to the closing of the Issuer's initial public offering of Common Stock. The amounts in column 5 of Table I are presented as if conversion of Series 1 Preferred Stock occurred immediately prior to conversion of Series 2 Preferred Stock.
This Form 4 is being filed by the following (the "Reporting Persons"): Deerfield Special Situations Fund, L.P., Deerfield Private Design Fund, L.P., Deerfield Private Design International, L.P., Deerfield Private Design Fund II, L.P., Deerfield Private Design International II, L.P. (collectively, the "Funds"), Deerfield Mgmt, L.P., Deerfield Management Company, L.P. and James E. Flynn.
Deerfield Mgmt, L.P. is the general partner, and Deerfield Management Company, L.P. is the investment manager, of the Funds. In accordance with Instruction 4 (b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.