person · Reporting owner
Deerfield Mgmt HIF, L.P.
Disclosed activity across 8 companies
Sign in to followReported relationships
Latest disclosed role at each company.
| Company | Last reported as | Report date | Published |
|---|---|---|---|
| CalciMedica, Inc.GRAY · Entity 7804 | 10% owner · *Possible Member of 10% Group | September 29, 2020 | October 01, 2020 |
| Larimar Therapeutics, Inc.LRMR · Entity 5634 | Director · 10% owner · * Director by Deputization | February 27, 2026 | March 03, 2026 |
| Tessera Defense & Homeland Security Inc.PHGE · Entity 8384 | Director · *Director by Deputization | April 21, 2025 | April 23, 2025 |
Disclosed balances
About these balances
Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.
CalciMedica, Inc.
Report date September 29, 2020 · Filed October 01, 2020
Jointly reported with Flynn James E, DEERFIELD MANAGEMENT COMPANY, L.P., Deerfield Healthcare Innovations Fund, L.P., Deerfield Mgmt L.P., Deerfield Mgmt III, L.P., Deerfield Private Design Fund III, L.P., DEERFIELD PARTNERS, L.P.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | IndirectThrough Deerfield Healthcare Innovations Fund, L.P. | 1,713,873 |
Last balance in matching sequence
After 2020-09-29 transaction · row 3
Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rowsRow 1 · 2020-09-29 · Conversion · Acquired 1,422,406 · Balance 1,422,406 F1: Each share of Series B Preferred Stock automatically converted into 0.11103955 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering (on an adjusted basis, after giving effect to the 1-for-9.0058 reverse stock split effected by the Issuer on September 18, 2020). F3: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Fund III and Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P. F4: 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, as amended, 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. Row 3 · 2020-09-29 · Conversion · Acquired 291,467 · Balance 1,713,873 F2: Each share of Series C Preferred Stock automatically converted into 0.11103955 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering (on an adjusted basis, after giving effect to the 1-for-9.0058 reverse stock split effected by the Issuer on September 18, 2020). F3: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Fund III and Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P. F4: 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, as amended, 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. |
| Common StockSEC Table I · non-derivative | IndirectThrough Deerfield Private Design Fund III, L.P. | 1,713,873 |
Last balance in matching sequence
After 2020-09-29 transaction · row 4
Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rowsRow 2 · 2020-09-29 · Conversion · Acquired 1,422,406 · Balance 1,422,406 F1: Each share of Series B Preferred Stock automatically converted into 0.11103955 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering (on an adjusted basis, after giving effect to the 1-for-9.0058 reverse stock split effected by the Issuer on September 18, 2020). F3: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Fund III and Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P. F4: 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, as amended, 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. Row 4 · 2020-09-29 · Conversion · Acquired 291,467 · Balance 1,713,873 F2: Each share of Series C Preferred Stock automatically converted into 0.11103955 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering (on an adjusted basis, after giving effect to the 1-for-9.0058 reverse stock split effected by the Issuer on September 18, 2020). F3: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Fund III and Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P. F4: 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, as amended, 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. |
| Common StockSEC Table I · non-derivative | IndirectThrough Deerfield Partners, L.P. | 1,853,967 |
Last balance in matching sequence
After 2020-09-29 transaction · row 6
Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rowsRow 5 · 2020-09-29 · Conversion · Acquired 291,467 · Balance 291,467 F2: Each share of Series C Preferred Stock automatically converted into 0.11103955 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering (on an adjusted basis, after giving effect to the 1-for-9.0058 reverse stock split effected by the Issuer on September 18, 2020). F3: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Fund III and Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P. F4: 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, as amended, 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. Row 6 · 2020-09-29 · Purchase · Acquired 1,562,500 · Balance 1,853,967 F3: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Fund III and Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P. F4: 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, as amended, 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. |
| Series B Preferred StockSEC Table II · derivative / convertible security | IndirectThrough Deerfield Healthcare Innovations Fund, L.P. | 0 |
Reported balance
After 2020-09-29 transaction · row 7
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 7 · 2020-09-29 · Conversion · Disposed 12,809,912 · Balance 0 F1: Each share of Series B Preferred Stock automatically converted into 0.11103955 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering (on an adjusted basis, after giving effect to the 1-for-9.0058 reverse stock split effected by the Issuer on September 18, 2020). F3: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Fund III and Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P. F4: 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, as amended, 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. |
| Series B Preferred StockSEC Table II · derivative / convertible security | IndirectThrough Deerfield Private Design Fund III, L.P. | 0 |
Reported balance
After 2020-09-29 transaction · row 8
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 8 · 2020-09-29 · Conversion · Disposed 12,809,910 · Balance 0 F1: Each share of Series B Preferred Stock automatically converted into 0.11103955 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering (on an adjusted basis, after giving effect to the 1-for-9.0058 reverse stock split effected by the Issuer on September 18, 2020). F3: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Fund III and Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P. F4: 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, as amended, 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. |
| Series C Preferred StockSEC Table II · derivative / convertible security | IndirectThrough Deerfield Healthcare Innovations Fund, L.P. | 0 |
Reported balance
After 2020-09-29 transaction · row 9
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 9 · 2020-09-29 · Conversion · Disposed 2,624,901 · Balance 0 F2: Each share of Series C Preferred Stock automatically converted into 0.11103955 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering (on an adjusted basis, after giving effect to the 1-for-9.0058 reverse stock split effected by the Issuer on September 18, 2020). F3: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Fund III and Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P. F4: 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, as amended, 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. |
| Series C Preferred StockSEC Table II · derivative / convertible security | IndirectThrough Deerfield Private Design Fund III, L.P. | 0 |
Reported balance
After 2020-09-29 transaction · row 10
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 10 · 2020-09-29 · Conversion · Disposed 2,624,901 · Balance 0 F2: Each share of Series C Preferred Stock automatically converted into 0.11103955 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering (on an adjusted basis, after giving effect to the 1-for-9.0058 reverse stock split effected by the Issuer on September 18, 2020). F3: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Fund III and Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P. F4: 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, as amended, 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. |
| Series C Preferred StockSEC Table II · derivative / convertible security | IndirectThrough Deerfield Partners, L.P. | 0 |
Reported balance
After 2020-09-29 transaction · row 11
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 11 · 2020-09-29 · Conversion · Disposed 2,624,901 · Balance 0 F2: Each share of Series C Preferred Stock automatically converted into 0.11103955 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering (on an adjusted basis, after giving effect to the 1-for-9.0058 reverse stock split effected by the Issuer on September 18, 2020). F3: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Fund III and Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P. F4: 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, as amended, 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. |
Filing footnotes · ownership attribution and instrument terms
F1: Each share of Series B Preferred Stock automatically converted into 0.11103955 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering (on an adjusted basis, after giving effect to the 1-for-9.0058 reverse stock split effected by the Issuer on September 18, 2020).
F2: Each share of Series C Preferred Stock automatically converted into 0.11103955 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering (on an adjusted basis, after giving effect to the 1-for-9.0058 reverse stock split effected by the Issuer on September 18, 2020).
F3: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Fund III and Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P.
F4: 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, as amended, 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.
Larimar Therapeutics, Inc.
Report date February 27, 2026 · Filed March 03, 2026
Jointly reported with Flynn James E, DEERFIELD MANAGEMENT COMPANY, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P., Deerfield Mgmt L.P., Deerfield Private Design Fund III, L.P., Deerfield Healthcare Innovations Fund, L.P., Deerfield Private Design Fund IV, L.P., DEERFIELD PARTNERS, L.P.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | IndirectThrough Deerfield Private Design Fund III, L.P. | 10,622,928 |
Reported balance
After 2026-02-27 transaction · row 1
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 1 · 2026-02-27 · Purchase · Acquired 1,084,010 · Balance 10,622,928 F1: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. ("Deerfield HIF"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Management Company, L.P. is the investment manager of Deerfield Partners, L.P., Fund III, Fund IV and Deerfield HIF (collectively, the "Funds"). James E. Flynn is the sole manager of the general partner of each of Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P., Deerfield Mgmt HIF, L.P., Deerfield Mgmt, L.P. and Deerfield Management Company, L.P. F2: 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, as amended, 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. |
| Common StockSEC Table I · non-derivative | IndirectThrough Deerfield Private Design Fund IV, L.P. | 10,622,957 |
Reported balance
After 2026-02-27 transaction · row 2
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 2 · 2026-02-27 · Purchase · Acquired 1,084,012 · Balance 10,622,957 F1: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. ("Deerfield HIF"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Management Company, L.P. is the investment manager of Deerfield Partners, L.P., Fund III, Fund IV and Deerfield HIF (collectively, the "Funds"). James E. Flynn is the sole manager of the general partner of each of Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P., Deerfield Mgmt HIF, L.P., Deerfield Mgmt, L.P. and Deerfield Management Company, L.P. F2: 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, as amended, 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. |
| Common StockSEC Table I · non-derivative | IndirectThrough Deerfield Healthcare Innovations Fund, L.P. | 8,153,107 |
Reported balance
After 2026-02-27 transaction · row 3
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 3 · 2026-02-27 · Purchase · Acquired 831,978 · Balance 8,153,107 F1: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. ("Deerfield HIF"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Management Company, L.P. is the investment manager of Deerfield Partners, L.P., Fund III, Fund IV and Deerfield HIF (collectively, the "Funds"). James E. Flynn is the sole manager of the general partner of each of Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P., Deerfield Mgmt HIF, L.P., Deerfield Mgmt, L.P. and Deerfield Management Company, L.P. F2: 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, as amended, 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. |
| Common StockSEC Table I · non-derivative | IndirectThrough Deerfield Partners, L.P. | 6,207,982 |
Reported balance
After 2026-02-27 transaction · row 4
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 4 · 2026-02-27 · Purchase · Acquired 2,000,000 · Balance 6,207,982 F1: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. ("Deerfield HIF"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Management Company, L.P. is the investment manager of Deerfield Partners, L.P., Fund III, Fund IV and Deerfield HIF (collectively, the "Funds"). James E. Flynn is the sole manager of the general partner of each of Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P., Deerfield Mgmt HIF, L.P., Deerfield Mgmt, L.P. and Deerfield Management Company, L.P. F2: 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, as amended, 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. |
Filing footnotes · ownership attribution and instrument terms
F1: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. ("Deerfield HIF"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Management Company, L.P. is the investment manager of Deerfield Partners, L.P., Fund III, Fund IV and Deerfield HIF (collectively, the "Funds"). James E. Flynn is the sole manager of the general partner of each of Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P., Deerfield Mgmt HIF, L.P., Deerfield Mgmt, L.P. and Deerfield Management Company, L.P.
F2: 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, as amended, 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.
Tessera Defense & Homeland Security Inc.
Report date April 21, 2025 · Filed April 23, 2025
Jointly reported with Flynn James E, DEERFIELD MANAGEMENT COMPANY, L.P., Deerfield Mgmt V, L.P., Deerfield Private Design Fund V, L.P., Deerfield Healthcare Innovations Fund II, L.P.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| WarrantsSEC Table II · derivative / convertible security · Conversion / exercise price $0.93 · Expires 2030-04-21 | IndirectThrough Deerfield Private Design Fund V, L.P. | 1,611,864 |
Reported balance
After 2025-04-21 transaction · row 1
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 1 · 2025-04-21 · Grant · Acquired 1,611,864 · Balance 1,611,864 F1: The reported Warrants were originally issued on February 27, 2025 pursuant to the Inducement Letter Agreement described in Footnote 1 to the Form 4 filed by the Reporting Persons on March 3, 2025, but such Warrants were not exercisable unless and until requisite approval of the Issuer's stockholder had been obtained. Such approval was obtained on April 21, 2025, whereupon the Warrants became exercisable in accordance with their terms. The acquisition or deemed acquisition of such securities and any shares of Common Stock that may be acquired upon exercise of such Warrants were exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F2: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt V, L.P. is the general partner of Deerfield Private Design Fund V, L.P. ("DPD V"). Deerfield Mgmt HIF II, L.P. is the general partner of Deerfield Healthcare Innovations Fund II, L.P. ("HIF II" and, together with DPD V, the "Funds"). Deerfield Management Company, L.P. is the investment manager of each Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt V, L.P., Deerfield Mgmt HIF II, L.P. and Deerfield Management Company, L.P. F3: 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, as amended, 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. |
| WarrantsSEC Table II · derivative / convertible security · Conversion / exercise price $0.93 · Expires 2030-04-21 | IndirectThrough Deerfield Healthcare Innovations Fund II, L.P. | 1,611,864 |
Reported balance
After 2025-04-21 transaction · row 2
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 2 · 2025-04-21 · Grant · Acquired 1,611,864 · Balance 1,611,864 F1: The reported Warrants were originally issued on February 27, 2025 pursuant to the Inducement Letter Agreement described in Footnote 1 to the Form 4 filed by the Reporting Persons on March 3, 2025, but such Warrants were not exercisable unless and until requisite approval of the Issuer's stockholder had been obtained. Such approval was obtained on April 21, 2025, whereupon the Warrants became exercisable in accordance with their terms. The acquisition or deemed acquisition of such securities and any shares of Common Stock that may be acquired upon exercise of such Warrants were exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F2: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt V, L.P. is the general partner of Deerfield Private Design Fund V, L.P. ("DPD V"). Deerfield Mgmt HIF II, L.P. is the general partner of Deerfield Healthcare Innovations Fund II, L.P. ("HIF II" and, together with DPD V, the "Funds"). Deerfield Management Company, L.P. is the investment manager of each Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt V, L.P., Deerfield Mgmt HIF II, L.P. and Deerfield Management Company, L.P. F3: 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, as amended, 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. |
Filing footnotes · ownership attribution and instrument terms
F1: The reported Warrants were originally issued on February 27, 2025 pursuant to the Inducement Letter Agreement described in Footnote 1 to the Form 4 filed by the Reporting Persons on March 3, 2025, but such Warrants were not exercisable unless and until requisite approval of the Issuer's stockholder had been obtained. Such approval was obtained on April 21, 2025, whereupon the Warrants became exercisable in accordance with their terms. The acquisition or deemed acquisition of such securities and any shares of Common Stock that may be acquired upon exercise of such Warrants were exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
F2: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt V, L.P. is the general partner of Deerfield Private Design Fund V, L.P. ("DPD V"). Deerfield Mgmt HIF II, L.P. is the general partner of Deerfield Healthcare Innovations Fund II, L.P. ("HIF II" and, together with DPD V, the "Funds"). Deerfield Management Company, L.P. is the investment manager of each Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt V, L.P., Deerfield Mgmt HIF II, L.P. and Deerfield Management Company, L.P.
F3: 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, as amended, 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.
Past disclosures · reporting ended (5)
No longer tracked through insider filings. These historical balances do not imply present ownership or a zero position.
Mirum Pharmaceuticals, Inc.
Report date June 06, 2022 · Filed June 08, 2022
Jointly reported with Flynn James E, Deerfield Mgmt IV, L.P., DEERFIELD MANAGEMENT COMPANY, L.P., Deerfield Private Design Fund IV, L.P., Deerfield Healthcare Innovations Fund, L.P.
Section 16 reporting ended · disclosed 2022-06-08. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | IndirectThrough Deerfield Private Design Fund IV, L.P. | 1,704,244 |
Last balance in matching sequence
After 2022-06-06 transaction · row 5
Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
3 source rowsRow 1 · 2022-06-06 · Sale · Disposed 13,132 · Balance 1,711,324 F1: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Fund IV, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt IV, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P. F2: 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, as amended, 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. Row 3 · 2022-06-06 · Sale · Disposed 171 · Balance 1,711,153 F1: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Fund IV, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt IV, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P. F2: 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, as amended, 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. Row 5 · 2022-06-06 · Sale · Disposed 6,909 · Balance 1,704,244 F1: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Fund IV, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt IV, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P. F2: 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, as amended, 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. |
| Common StockSEC Table I · non-derivative | IndirectThrough Deerfield Healthcare Innovations Fund, L.P. | 1,540,190 |
Last balance in matching sequence
After 2022-06-06 transaction · row 6
Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
3 source rowsRow 2 · 2022-06-06 · Sale · Disposed 11,868 · Balance 1,546,588 F1: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Fund IV, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt IV, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P. F2: 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, as amended, 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. Row 4 · 2022-06-06 · Sale · Disposed 155 · Balance 1,546,433 F1: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Fund IV, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt IV, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P. F2: 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, as amended, 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. Row 6 · 2022-06-06 · Sale · Disposed 6,243 · Balance 1,540,190 F1: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Fund IV, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt IV, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P. F2: 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, as amended, 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. |
Filing footnotes · ownership attribution and instrument terms
F1: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Fund IV, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt IV, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P.
F2: 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, as amended, 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.
Nuvalent, Inc.
Report date July 15, 2026 · Filed July 17, 2026
Jointly reported with Flynn James E, DEERFIELD MANAGEMENT COMPANY, L.P., Deerfield Healthcare Innovations Fund, L.P., DEERFIELD PARTNERS, L.P., Deerfield Mgmt L.P., Deerfield Mgmt IV, L.P., Deerfield Private Design Fund IV, L.P.
Section 16 reporting ended · disclosed 2026-07-17. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Class A Common StockSEC Table I · non-derivative | IndirectThrough Deerfield Private Design Fund IV, L.P. | 0 |
Reported balance
After 2026-07-15 transaction · row 1
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 1 · 2026-07-15 · Disposition to issuer · Disposed 8,299,225 · Balance 0 F1: Pursuant to the Agreement and Plan of Merger, dated June 9, 2026 (the "Merger Agreement"), by and among (i) the Issuer, (ii) GlaxoSmithKline LLC ("Parent"), (iii) Harmony Row Acquisition Co. ("Purchaser") and (iv) solely for purposes of Section 9.14 therein, GSK plc, upon the effective time of the merger contemplated thereby (the "Merger") each share of Class A Common Stock and each share of Class B Common Stock beneficially owned by the Reporting Persons was cancelled and converted into the right to receive $124.00, in cash. The disposition or deemed disposition of such securities by the Reporting Persons pursuant to the Merger Agreement was exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F8: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Mgmt IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Deerfield Partners and Fund IV, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P., Deerfield Mgmt IV, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P. F9: 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, as amended, 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. |
| Class A Common StockSEC Table I · non-derivative | IndirectThrough Deerfield Healthcare Innovations Fund, L.P. | 0 |
Reported balance
After 2026-07-15 transaction · row 2
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 2 · 2026-07-15 · Disposition to issuer · Disposed 8,299,225 · Balance 0 F1: Pursuant to the Agreement and Plan of Merger, dated June 9, 2026 (the "Merger Agreement"), by and among (i) the Issuer, (ii) GlaxoSmithKline LLC ("Parent"), (iii) Harmony Row Acquisition Co. ("Purchaser") and (iv) solely for purposes of Section 9.14 therein, GSK plc, upon the effective time of the merger contemplated thereby (the "Merger") each share of Class A Common Stock and each share of Class B Common Stock beneficially owned by the Reporting Persons was cancelled and converted into the right to receive $124.00, in cash. The disposition or deemed disposition of such securities by the Reporting Persons pursuant to the Merger Agreement was exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F8: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Mgmt IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Deerfield Partners and Fund IV, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P., Deerfield Mgmt IV, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P. F9: 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, as amended, 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. |
| Class A Common StockSEC Table I · non-derivative | IndirectThrough Deerfield Partners, L.P. | 0 |
Reported balance
After 2026-07-15 transaction · row 3
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 3 · 2026-07-15 · Disposition to issuer · Disposed 650,000 · Balance 0 F1: Pursuant to the Agreement and Plan of Merger, dated June 9, 2026 (the "Merger Agreement"), by and among (i) the Issuer, (ii) GlaxoSmithKline LLC ("Parent"), (iii) Harmony Row Acquisition Co. ("Purchaser") and (iv) solely for purposes of Section 9.14 therein, GSK plc, upon the effective time of the merger contemplated thereby (the "Merger") each share of Class A Common Stock and each share of Class B Common Stock beneficially owned by the Reporting Persons was cancelled and converted into the right to receive $124.00, in cash. The disposition or deemed disposition of such securities by the Reporting Persons pursuant to the Merger Agreement was exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F8: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Mgmt IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Deerfield Partners and Fund IV, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P., Deerfield Mgmt IV, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P. F9: 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, as amended, 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. |
| Class A Common StockSEC Table I · non-derivative | IndirectThrough Deerfield Mangement Company, L.P. | 0 |
Reported balance
After 2026-07-15 transaction · row 4
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 4 · 2026-07-15 · Other · Disposed 5,146 · Balance 0 F2: Pursuant to the Merger Agreement, on July 15, 2026, Purchaser completed a tender offer (the "Offer") to purchase all outstanding shares of the Issuer's Class A Common Stock and Class B Common Stock. The reported shares were tendered to, and accepted by, the Purchaser in exchange for the offer price of $124.00 per share, in cash. F3: Prior to the consummation of the transactions contemplated by the Merger Agreement, Cameron Wheeler, a partner in Deerfield Management Company, L.P. ("Deerfield Management"), served as a director of the Issuer. The reported shares of Class A Common Stock, RSUs (as defined below) and stock options were held by Dr. Wheeler for the benefit, and at the direction, of Deerfield Management. |
| Class A Common StockSEC Table I · non-derivative | IndirectThrough Deerfield Mangement Company, L.P. | 0 |
Reported balance
After 2026-07-15 transaction · row 5
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 5 · 2026-07-15 · Other · Disposed 5,146 · Balance 0 F2: Pursuant to the Merger Agreement, on July 15, 2026, Purchaser completed a tender offer (the "Offer") to purchase all outstanding shares of the Issuer's Class A Common Stock and Class B Common Stock. The reported shares were tendered to, and accepted by, the Purchaser in exchange for the offer price of $124.00 per share, in cash. F4: Prior to his resignation from the board of directors of the Issuer in connection with the Issuer's 2026 annual meeting of stockholders, Joseph Pearlberg, an employee of Deerfield Management, served as a director of the Issuer. The reported shares of Class A Common Stock and stock options were held by Mr. Pearlberg for the benefit, and at the direction, of Deerfield Management. |
| Class A Common Stock - Restricted Stock UnitsSEC Table I · non-derivative | IndirectThrough Deerfield Mangement Company, L.P. | 0 |
Reported balance
After 2026-07-15 transaction · row 6
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 6 · 2026-07-15 · Disposition to issuer · Disposed 3,444 · Balance 0 F5: The reported shares of Class A Common Stock were issuable under restricted stock units ("RSUs") granted to Dr. Wheeler, which were held for the benefit, and at the direction, of Deerfield Management. Pursuant to the Merger Agreement, each of the reported RSUs was cancelled and converted into the right of the holder to receive an amount in cash (without interest and less applicable withholding taxes) equal to the product of (x) the total number of shares subject to (or deliverable under) such RSU immediately prior to the effective time of the Merger and (y) $124.00. The disposition or deemed disposition of such securities pursuant to the Merger Agreement was exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F3: Prior to the consummation of the transactions contemplated by the Merger Agreement, Cameron Wheeler, a partner in Deerfield Management Company, L.P. ("Deerfield Management"), served as a director of the Issuer. The reported shares of Class A Common Stock, RSUs (as defined below) and stock options were held by Dr. Wheeler for the benefit, and at the direction, of Deerfield Management. |
| Class B Common StockSEC Table II · derivative / convertible security | IndirectThrough Deerfield Private Design Fund IV, L.P. | 0 |
Reported balance
After 2026-07-15 transaction · row 7
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 7 · 2026-07-15 · Disposition to issuer · Disposed 2,717,627 · Balance 0 F6: Prior to the consummation of the Merger, the Class B Common Stock was convertible into Class A Common Stock from time to time at the election of the holder, except that conversion was prohibited to the extent that, upon such conversion, the holder, its affiliates and other persons whose ownership of Class A Common Stock would be aggregated with that of such holder for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, would exceed 4.9% of the total number of shares of Class A Common Stock then outstanding. F1: Pursuant to the Agreement and Plan of Merger, dated June 9, 2026 (the "Merger Agreement"), by and among (i) the Issuer, (ii) GlaxoSmithKline LLC ("Parent"), (iii) Harmony Row Acquisition Co. ("Purchaser") and (iv) solely for purposes of Section 9.14 therein, GSK plc, upon the effective time of the merger contemplated thereby (the "Merger") each share of Class A Common Stock and each share of Class B Common Stock beneficially owned by the Reporting Persons was cancelled and converted into the right to receive $124.00, in cash. The disposition or deemed disposition of such securities by the Reporting Persons pursuant to the Merger Agreement was exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F8: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Mgmt IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Deerfield Partners and Fund IV, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P., Deerfield Mgmt IV, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P. F9: 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, as amended, 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. |
| Class B Common StockSEC Table II · derivative / convertible security | IndirectThrough Deerfield Healthcare Innovations Fund, L.P. | 0 |
Reported balance
After 2026-07-15 transaction · row 8
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 8 · 2026-07-15 · Disposition to issuer · Disposed 2,717,627 · Balance 0 F6: Prior to the consummation of the Merger, the Class B Common Stock was convertible into Class A Common Stock from time to time at the election of the holder, except that conversion was prohibited to the extent that, upon such conversion, the holder, its affiliates and other persons whose ownership of Class A Common Stock would be aggregated with that of such holder for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, would exceed 4.9% of the total number of shares of Class A Common Stock then outstanding. F1: Pursuant to the Agreement and Plan of Merger, dated June 9, 2026 (the "Merger Agreement"), by and among (i) the Issuer, (ii) GlaxoSmithKline LLC ("Parent"), (iii) Harmony Row Acquisition Co. ("Purchaser") and (iv) solely for purposes of Section 9.14 therein, GSK plc, upon the effective time of the merger contemplated thereby (the "Merger") each share of Class A Common Stock and each share of Class B Common Stock beneficially owned by the Reporting Persons was cancelled and converted into the right to receive $124.00, in cash. The disposition or deemed disposition of such securities by the Reporting Persons pursuant to the Merger Agreement was exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F8: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Mgmt IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Deerfield Partners and Fund IV, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P., Deerfield Mgmt IV, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P. F9: 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, as amended, 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. |
| Stock Option (right to buy)SEC Table II · derivative / convertible security · Conversion / exercise price $17.00 · Expires 2031-07-28 | IndirectThrough Deerfield Mangement Company, L.P. | 0 |
Reported balance
After 2026-07-15 transaction · row 9
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 9 · 2026-07-15 · Disposition to issuer · Disposed 43,000 · Balance 0 F7: Pursuant to the Merger Agreement, each option to purchase shares of Class A Common Stock that was outstanding immediately prior to the effective time of the Merger was cancelled and converted into the right of the holder to receive an amount in cash (without interest and less applicable withholding taxes) equal to the product of (x) the total number of shares subject to such stock option immediately prior to the effective time of the Merger and (y) the excess, if any, of $124.00 over the applicable exercise price per share under such stock option. The disposition or deemed disposition of such securities by the reporting Persons pursuant to the Merger Agreement was exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F6: Prior to the consummation of the Merger, the Class B Common Stock was convertible into Class A Common Stock from time to time at the election of the holder, except that conversion was prohibited to the extent that, upon such conversion, the holder, its affiliates and other persons whose ownership of Class A Common Stock would be aggregated with that of such holder for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, would exceed 4.9% of the total number of shares of Class A Common Stock then outstanding. F3: Prior to the consummation of the transactions contemplated by the Merger Agreement, Cameron Wheeler, a partner in Deerfield Management Company, L.P. ("Deerfield Management"), served as a director of the Issuer. The reported shares of Class A Common Stock, RSUs (as defined below) and stock options were held by Dr. Wheeler for the benefit, and at the direction, of Deerfield Management. |
| Stock Option (right to buy)SEC Table II · derivative / convertible security · Conversion / exercise price $17.00 · Expires 2031-07-28 | IndirectThrough Deerfield Mangement Company, L.P. | 0 |
Reported balance
After 2026-07-15 transaction · row 10
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 10 · 2026-07-15 · Disposition to issuer · Disposed 43,000 · Balance 0 F7: Pursuant to the Merger Agreement, each option to purchase shares of Class A Common Stock that was outstanding immediately prior to the effective time of the Merger was cancelled and converted into the right of the holder to receive an amount in cash (without interest and less applicable withholding taxes) equal to the product of (x) the total number of shares subject to such stock option immediately prior to the effective time of the Merger and (y) the excess, if any, of $124.00 over the applicable exercise price per share under such stock option. The disposition or deemed disposition of such securities by the reporting Persons pursuant to the Merger Agreement was exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F6: Prior to the consummation of the Merger, the Class B Common Stock was convertible into Class A Common Stock from time to time at the election of the holder, except that conversion was prohibited to the extent that, upon such conversion, the holder, its affiliates and other persons whose ownership of Class A Common Stock would be aggregated with that of such holder for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, would exceed 4.9% of the total number of shares of Class A Common Stock then outstanding. F4: Prior to his resignation from the board of directors of the Issuer in connection with the Issuer's 2026 annual meeting of stockholders, Joseph Pearlberg, an employee of Deerfield Management, served as a director of the Issuer. The reported shares of Class A Common Stock and stock options were held by Mr. Pearlberg for the benefit, and at the direction, of Deerfield Management. |
| Stock Option (right to buy)SEC Table II · derivative / convertible security · Conversion / exercise price $9.36 · Expires 2032-06-16 | IndirectThrough Deerfield Mangement Company, L.P. | 0 |
Reported balance
After 2026-07-15 transaction · row 11
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 11 · 2026-07-15 · Disposition to issuer · Disposed 20,000 · Balance 0 F7: Pursuant to the Merger Agreement, each option to purchase shares of Class A Common Stock that was outstanding immediately prior to the effective time of the Merger was cancelled and converted into the right of the holder to receive an amount in cash (without interest and less applicable withholding taxes) equal to the product of (x) the total number of shares subject to such stock option immediately prior to the effective time of the Merger and (y) the excess, if any, of $124.00 over the applicable exercise price per share under such stock option. The disposition or deemed disposition of such securities by the reporting Persons pursuant to the Merger Agreement was exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F6: Prior to the consummation of the Merger, the Class B Common Stock was convertible into Class A Common Stock from time to time at the election of the holder, except that conversion was prohibited to the extent that, upon such conversion, the holder, its affiliates and other persons whose ownership of Class A Common Stock would be aggregated with that of such holder for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, would exceed 4.9% of the total number of shares of Class A Common Stock then outstanding. F3: Prior to the consummation of the transactions contemplated by the Merger Agreement, Cameron Wheeler, a partner in Deerfield Management Company, L.P. ("Deerfield Management"), served as a director of the Issuer. The reported shares of Class A Common Stock, RSUs (as defined below) and stock options were held by Dr. Wheeler for the benefit, and at the direction, of Deerfield Management. |
| Stock Option (right to buy)SEC Table II · derivative / convertible security · Conversion / exercise price $9.36 · Expires 2032-06-16 | IndirectThrough Deerfield Mangement Company, L.P. | 0 |
Reported balance
After 2026-07-15 transaction · row 12
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 12 · 2026-07-15 · Disposition to issuer · Disposed 20,000 · Balance 0 F7: Pursuant to the Merger Agreement, each option to purchase shares of Class A Common Stock that was outstanding immediately prior to the effective time of the Merger was cancelled and converted into the right of the holder to receive an amount in cash (without interest and less applicable withholding taxes) equal to the product of (x) the total number of shares subject to such stock option immediately prior to the effective time of the Merger and (y) the excess, if any, of $124.00 over the applicable exercise price per share under such stock option. The disposition or deemed disposition of such securities by the reporting Persons pursuant to the Merger Agreement was exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F6: Prior to the consummation of the Merger, the Class B Common Stock was convertible into Class A Common Stock from time to time at the election of the holder, except that conversion was prohibited to the extent that, upon such conversion, the holder, its affiliates and other persons whose ownership of Class A Common Stock would be aggregated with that of such holder for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, would exceed 4.9% of the total number of shares of Class A Common Stock then outstanding. F4: Prior to his resignation from the board of directors of the Issuer in connection with the Issuer's 2026 annual meeting of stockholders, Joseph Pearlberg, an employee of Deerfield Management, served as a director of the Issuer. The reported shares of Class A Common Stock and stock options were held by Mr. Pearlberg for the benefit, and at the direction, of Deerfield Management. |
| Stock Option (right to buy)SEC Table II · derivative / convertible security · Conversion / exercise price $44.68 · Expires 2033-06-15 | IndirectThrough Deerfield Mangement Company, L.P. | 0 |
Reported balance
After 2026-07-15 transaction · row 13
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 13 · 2026-07-15 · Disposition to issuer · Disposed 15,000 · Balance 0 F7: Pursuant to the Merger Agreement, each option to purchase shares of Class A Common Stock that was outstanding immediately prior to the effective time of the Merger was cancelled and converted into the right of the holder to receive an amount in cash (without interest and less applicable withholding taxes) equal to the product of (x) the total number of shares subject to such stock option immediately prior to the effective time of the Merger and (y) the excess, if any, of $124.00 over the applicable exercise price per share under such stock option. The disposition or deemed disposition of such securities by the reporting Persons pursuant to the Merger Agreement was exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F6: Prior to the consummation of the Merger, the Class B Common Stock was convertible into Class A Common Stock from time to time at the election of the holder, except that conversion was prohibited to the extent that, upon such conversion, the holder, its affiliates and other persons whose ownership of Class A Common Stock would be aggregated with that of such holder for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, would exceed 4.9% of the total number of shares of Class A Common Stock then outstanding. F3: Prior to the consummation of the transactions contemplated by the Merger Agreement, Cameron Wheeler, a partner in Deerfield Management Company, L.P. ("Deerfield Management"), served as a director of the Issuer. The reported shares of Class A Common Stock, RSUs (as defined below) and stock options were held by Dr. Wheeler for the benefit, and at the direction, of Deerfield Management. |
| Stock Option (right to buy)SEC Table II · derivative / convertible security · Conversion / exercise price $44.68 · Expires 2033-06-15 | IndirectThrough Deerfield Mangement Company, L.P. | 0 |
Reported balance
After 2026-07-15 transaction · row 14
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 14 · 2026-07-15 · Disposition to issuer · Disposed 15,000 · Balance 0 F7: Pursuant to the Merger Agreement, each option to purchase shares of Class A Common Stock that was outstanding immediately prior to the effective time of the Merger was cancelled and converted into the right of the holder to receive an amount in cash (without interest and less applicable withholding taxes) equal to the product of (x) the total number of shares subject to such stock option immediately prior to the effective time of the Merger and (y) the excess, if any, of $124.00 over the applicable exercise price per share under such stock option. The disposition or deemed disposition of such securities by the reporting Persons pursuant to the Merger Agreement was exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F6: Prior to the consummation of the Merger, the Class B Common Stock was convertible into Class A Common Stock from time to time at the election of the holder, except that conversion was prohibited to the extent that, upon such conversion, the holder, its affiliates and other persons whose ownership of Class A Common Stock would be aggregated with that of such holder for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, would exceed 4.9% of the total number of shares of Class A Common Stock then outstanding. F4: Prior to his resignation from the board of directors of the Issuer in connection with the Issuer's 2026 annual meeting of stockholders, Joseph Pearlberg, an employee of Deerfield Management, served as a director of the Issuer. The reported shares of Class A Common Stock and stock options were held by Mr. Pearlberg for the benefit, and at the direction, of Deerfield Management. |
| Stock Option (right to buy)SEC Table II · derivative / convertible security · Conversion / exercise price $80.03 · Expires 2034-06-12 | IndirectThrough Deerfield Mangement Company, L.P. | 0 |
Reported balance
After 2026-07-15 transaction · row 15
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 15 · 2026-07-15 · Disposition to issuer · Disposed 3,789 · Balance 0 F7: Pursuant to the Merger Agreement, each option to purchase shares of Class A Common Stock that was outstanding immediately prior to the effective time of the Merger was cancelled and converted into the right of the holder to receive an amount in cash (without interest and less applicable withholding taxes) equal to the product of (x) the total number of shares subject to such stock option immediately prior to the effective time of the Merger and (y) the excess, if any, of $124.00 over the applicable exercise price per share under such stock option. The disposition or deemed disposition of such securities by the reporting Persons pursuant to the Merger Agreement was exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F6: Prior to the consummation of the Merger, the Class B Common Stock was convertible into Class A Common Stock from time to time at the election of the holder, except that conversion was prohibited to the extent that, upon such conversion, the holder, its affiliates and other persons whose ownership of Class A Common Stock would be aggregated with that of such holder for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, would exceed 4.9% of the total number of shares of Class A Common Stock then outstanding. F3: Prior to the consummation of the transactions contemplated by the Merger Agreement, Cameron Wheeler, a partner in Deerfield Management Company, L.P. ("Deerfield Management"), served as a director of the Issuer. The reported shares of Class A Common Stock, RSUs (as defined below) and stock options were held by Dr. Wheeler for the benefit, and at the direction, of Deerfield Management. |
| Stock Option (right to buy)SEC Table II · derivative / convertible security · Conversion / exercise price $80.03 · Expires 2034-06-12 | IndirectThrough Deerfield Mangement Company, L.P. | 0 |
Reported balance
After 2026-07-15 transaction · row 16
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 16 · 2026-07-15 · Disposition to issuer · Disposed 3,789 · Balance 0 F7: Pursuant to the Merger Agreement, each option to purchase shares of Class A Common Stock that was outstanding immediately prior to the effective time of the Merger was cancelled and converted into the right of the holder to receive an amount in cash (without interest and less applicable withholding taxes) equal to the product of (x) the total number of shares subject to such stock option immediately prior to the effective time of the Merger and (y) the excess, if any, of $124.00 over the applicable exercise price per share under such stock option. The disposition or deemed disposition of such securities by the reporting Persons pursuant to the Merger Agreement was exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F6: Prior to the consummation of the Merger, the Class B Common Stock was convertible into Class A Common Stock from time to time at the election of the holder, except that conversion was prohibited to the extent that, upon such conversion, the holder, its affiliates and other persons whose ownership of Class A Common Stock would be aggregated with that of such holder for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, would exceed 4.9% of the total number of shares of Class A Common Stock then outstanding. F4: Prior to his resignation from the board of directors of the Issuer in connection with the Issuer's 2026 annual meeting of stockholders, Joseph Pearlberg, an employee of Deerfield Management, served as a director of the Issuer. The reported shares of Class A Common Stock and stock options were held by Mr. Pearlberg for the benefit, and at the direction, of Deerfield Management. |
| Stock Option (right to buy)SEC Table II · derivative / convertible security · Conversion / exercise price $75.53 · Expires 2035-06-18 | IndirectThrough Deerfield Mangement Company, L.P. | 0 |
Reported balance
After 2026-07-15 transaction · row 17
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 17 · 2026-07-15 · Disposition to issuer · Disposed 4,147 · Balance 0 F7: Pursuant to the Merger Agreement, each option to purchase shares of Class A Common Stock that was outstanding immediately prior to the effective time of the Merger was cancelled and converted into the right of the holder to receive an amount in cash (without interest and less applicable withholding taxes) equal to the product of (x) the total number of shares subject to such stock option immediately prior to the effective time of the Merger and (y) the excess, if any, of $124.00 over the applicable exercise price per share under such stock option. The disposition or deemed disposition of such securities by the reporting Persons pursuant to the Merger Agreement was exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F6: Prior to the consummation of the Merger, the Class B Common Stock was convertible into Class A Common Stock from time to time at the election of the holder, except that conversion was prohibited to the extent that, upon such conversion, the holder, its affiliates and other persons whose ownership of Class A Common Stock would be aggregated with that of such holder for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, would exceed 4.9% of the total number of shares of Class A Common Stock then outstanding. F3: Prior to the consummation of the transactions contemplated by the Merger Agreement, Cameron Wheeler, a partner in Deerfield Management Company, L.P. ("Deerfield Management"), served as a director of the Issuer. The reported shares of Class A Common Stock, RSUs (as defined below) and stock options were held by Dr. Wheeler for the benefit, and at the direction, of Deerfield Management. |
| Stock Option (right to buy)SEC Table II · derivative / convertible security · Conversion / exercise price $75.53 · Expires 2035-06-18 | IndirectThrough Deerfield Mangement Company, L.P. | 0 |
Reported balance
After 2026-07-15 transaction · row 18
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 18 · 2026-07-15 · Disposition to issuer · Disposed 4,147 · Balance 0 F7: Pursuant to the Merger Agreement, each option to purchase shares of Class A Common Stock that was outstanding immediately prior to the effective time of the Merger was cancelled and converted into the right of the holder to receive an amount in cash (without interest and less applicable withholding taxes) equal to the product of (x) the total number of shares subject to such stock option immediately prior to the effective time of the Merger and (y) the excess, if any, of $124.00 over the applicable exercise price per share under such stock option. The disposition or deemed disposition of such securities by the reporting Persons pursuant to the Merger Agreement was exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F6: Prior to the consummation of the Merger, the Class B Common Stock was convertible into Class A Common Stock from time to time at the election of the holder, except that conversion was prohibited to the extent that, upon such conversion, the holder, its affiliates and other persons whose ownership of Class A Common Stock would be aggregated with that of such holder for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, would exceed 4.9% of the total number of shares of Class A Common Stock then outstanding. F4: Prior to his resignation from the board of directors of the Issuer in connection with the Issuer's 2026 annual meeting of stockholders, Joseph Pearlberg, an employee of Deerfield Management, served as a director of the Issuer. The reported shares of Class A Common Stock and stock options were held by Mr. Pearlberg for the benefit, and at the direction, of Deerfield Management. |
Filing footnotes · ownership attribution and instrument terms
F1: Pursuant to the Agreement and Plan of Merger, dated June 9, 2026 (the "Merger Agreement"), by and among (i) the Issuer, (ii) GlaxoSmithKline LLC ("Parent"), (iii) Harmony Row Acquisition Co. ("Purchaser") and (iv) solely for purposes of Section 9.14 therein, GSK plc, upon the effective time of the merger contemplated thereby (the "Merger") each share of Class A Common Stock and each share of Class B Common Stock beneficially owned by the Reporting Persons was cancelled and converted into the right to receive $124.00, in cash. The disposition or deemed disposition of such securities by the Reporting Persons pursuant to the Merger Agreement was exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
F2: Pursuant to the Merger Agreement, on July 15, 2026, Purchaser completed a tender offer (the "Offer") to purchase all outstanding shares of the Issuer's Class A Common Stock and Class B Common Stock. The reported shares were tendered to, and accepted by, the Purchaser in exchange for the offer price of $124.00 per share, in cash.
F3: Prior to the consummation of the transactions contemplated by the Merger Agreement, Cameron Wheeler, a partner in Deerfield Management Company, L.P. ("Deerfield Management"), served as a director of the Issuer. The reported shares of Class A Common Stock, RSUs (as defined below) and stock options were held by Dr. Wheeler for the benefit, and at the direction, of Deerfield Management.
F4: Prior to his resignation from the board of directors of the Issuer in connection with the Issuer's 2026 annual meeting of stockholders, Joseph Pearlberg, an employee of Deerfield Management, served as a director of the Issuer. The reported shares of Class A Common Stock and stock options were held by Mr. Pearlberg for the benefit, and at the direction, of Deerfield Management.
F5: The reported shares of Class A Common Stock were issuable under restricted stock units ("RSUs") granted to Dr. Wheeler, which were held for the benefit, and at the direction, of Deerfield Management. Pursuant to the Merger Agreement, each of the reported RSUs was cancelled and converted into the right of the holder to receive an amount in cash (without interest and less applicable withholding taxes) equal to the product of (x) the total number of shares subject to (or deliverable under) such RSU immediately prior to the effective time of the Merger and (y) $124.00. The disposition or deemed disposition of such securities pursuant to the Merger Agreement was exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
F6: Prior to the consummation of the Merger, the Class B Common Stock was convertible into Class A Common Stock from time to time at the election of the holder, except that conversion was prohibited to the extent that, upon such conversion, the holder, its affiliates and other persons whose ownership of Class A Common Stock would be aggregated with that of such holder for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, would exceed 4.9% of the total number of shares of Class A Common Stock then outstanding.
F7: Pursuant to the Merger Agreement, each option to purchase shares of Class A Common Stock that was outstanding immediately prior to the effective time of the Merger was cancelled and converted into the right of the holder to receive an amount in cash (without interest and less applicable withholding taxes) equal to the product of (x) the total number of shares subject to such stock option immediately prior to the effective time of the Merger and (y) the excess, if any, of $124.00 over the applicable exercise price per share under such stock option. The disposition or deemed disposition of such securities by the reporting Persons pursuant to the Merger Agreement was exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
F8: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Mgmt IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Deerfield Partners and Fund IV, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P., Deerfield Mgmt IV, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P.
F9: 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, as amended, 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.
Oncorus, Inc.
Report date December 28, 2022 · Filed December 31, 2022
Jointly reported with Flynn James E, DEERFIELD MANAGEMENT COMPANY, L.P., Deerfield Healthcare Innovations Fund, L.P., Deerfield Mgmt L.P., Deerfield Mgmt III, L.P., Deerfield Private Design Fund III, L.P., DEERFIELD PARTNERS, L.P.
Section 16 reporting ended · disclosed 2022-12-31. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | IndirectThrough Deerfield Healthcare Innovations Fund, L.P. | 1,156,309 |
Last balance in matching sequence
After 2022-12-30 transaction · row 7
Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
3 source rowsRow 1 · 2022-12-28 · Sale · Disposed 24,757 · Balance 1,281,242 F1: The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $0.25 to $0.26, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes 1-3 of this Form 4. F4: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Fund III and Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P. F5: 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, as amended, 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. Row 4 · 2022-12-29 · Sale · Disposed 63,107 · Balance 1,218,135 F2: The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $0.25 to $0.27, inclusive. F4: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Fund III and Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P. F5: 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, as amended, 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. Row 7 · 2022-12-30 · Sale · Disposed 61,826 · Balance 1,156,309 F3: The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $0.26 to $0.28, inclusive. F4: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Fund III and Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P. F5: 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, as amended, 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. |
| Common StockSEC Table I · non-derivative | IndirectThrough Deerfield Private Design Fund III, L.P. | 1,156,308 |
Last balance in matching sequence
After 2022-12-30 transaction · row 8
Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
3 source rowsRow 2 · 2022-12-28 · Sale · Disposed 24,757 · Balance 1,281,242 F1: The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $0.25 to $0.26, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes 1-3 of this Form 4. F4: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Fund III and Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P. F5: 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, as amended, 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. Row 5 · 2022-12-29 · Sale · Disposed 63,108 · Balance 1,218,134 F2: The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $0.25 to $0.27, inclusive. F4: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Fund III and Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P. F5: 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, as amended, 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. Row 8 · 2022-12-30 · Sale · Disposed 61,826 · Balance 1,156,308 F3: The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $0.26 to $0.28, inclusive. F4: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Fund III and Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P. F5: 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, as amended, 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. |
| Common StockSEC Table I · non-derivative | IndirectThrough Deerfield Partners, L.P. | 284,697 |
Last balance in matching sequence
After 2022-12-30 transaction · row 9
Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
3 source rowsRow 3 · 2022-12-28 · Sale · Disposed 6,096 · Balance 315,455 F1: The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $0.25 to $0.26, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes 1-3 of this Form 4. F4: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Fund III and Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P. F5: 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, as amended, 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. Row 6 · 2022-12-29 · Sale · Disposed 15,538 · Balance 299,917 F2: The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $0.25 to $0.27, inclusive. F4: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Fund III and Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P. F5: 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, as amended, 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. Row 9 · 2022-12-30 · Sale · Disposed 15,220 · Balance 284,697 F3: The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $0.26 to $0.28, inclusive. F4: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Fund III and Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P. F5: 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, as amended, 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. |
Filing footnotes · ownership attribution and instrument terms
F1: The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $0.25 to $0.26, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes 1-3 of this Form 4.
F2: The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $0.25 to $0.27, inclusive.
F3: The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $0.26 to $0.28, inclusive.
F4: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Fund III and Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P.
F5: 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, as amended, 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.
Parabilis Medicines, Inc.
Report date June 11, 2026 · Filed June 12, 2026
Jointly reported with Flynn James E, DEERFIELD MANAGEMENT COMPANY, L.P., Deerfield Healthcare Innovations Fund, L.P., Deerfield Mgmt III, L.P., Deerfield Private Design Fund III, L.P.
Section 16 reporting ended · disclosed 2026-06-12. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Voting Common StockSEC Table I · non-derivative | IndirectThrough Deerfield Private Design Fund III, L.P. | 940,352 |
Last balance in matching sequence
After 2026-06-11 transaction · row 7
Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
4 source rowsRow 1 · 2026-06-11 · Conversion · Acquired 122,990 · Balance 122,990 F1: Each share of Series A Preferred Stock automatically converted into approximately 0.7406 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026). F5: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. ("Deerfield Innovations" and together with Fund III, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. F6: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by each Fund is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, 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. Row 3 · 2026-06-11 · Conversion · Acquired 149,238 · Balance 272,228 F2: Each share of Series B Preferred Stock automatically converted into approximately 1.0389 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026). F5: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. ("Deerfield Innovations" and together with Fund III, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. F6: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by each Fund is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, 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. Row 5 · 2026-06-11 · Conversion · Acquired 260,992 · Balance 533,220 F3: Each share of Series C Preferred Stock automatically converted into approximately 1.0578 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026). F5: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. ("Deerfield Innovations" and together with Fund III, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. F6: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by each Fund is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, 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. Row 7 · 2026-06-11 · Conversion · Acquired 407,132 · Balance 940,352 F4: Each share of Series D Preferred Stock automatically converted into approximately 0.8764 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026). F5: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. ("Deerfield Innovations" and together with Fund III, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. F6: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by each Fund is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, 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. |
| Voting Common StockSEC Table I · non-derivative | IndirectThrough Deerfield Healthcare Innovations Fund, L.P. | 940,352 |
Last balance in matching sequence
After 2026-06-11 transaction · row 8
Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
4 source rowsRow 2 · 2026-06-11 · Conversion · Acquired 122,990 · Balance 122,990 F1: Each share of Series A Preferred Stock automatically converted into approximately 0.7406 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026). F5: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. ("Deerfield Innovations" and together with Fund III, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. F6: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by each Fund is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, 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. Row 4 · 2026-06-11 · Conversion · Acquired 149,238 · Balance 272,228 F2: Each share of Series B Preferred Stock automatically converted into approximately 1.0389 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026). F5: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. ("Deerfield Innovations" and together with Fund III, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. F6: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by each Fund is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, 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. Row 6 · 2026-06-11 · Conversion · Acquired 260,992 · Balance 533,220 F3: Each share of Series C Preferred Stock automatically converted into approximately 1.0578 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026). F5: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. ("Deerfield Innovations" and together with Fund III, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. F6: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by each Fund is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, 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. Row 8 · 2026-06-11 · Conversion · Acquired 407,132 · Balance 940,352 F4: Each share of Series D Preferred Stock automatically converted into approximately 0.8764 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026). F5: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. ("Deerfield Innovations" and together with Fund III, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. F6: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by each Fund is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, 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. |
| Series A Preferred StockSEC Table II · derivative / convertible security | IndirectThrough Deerfield Private Design Fund III, L.P. | 0 |
Reported balance
After 2026-06-11 transaction · row 9
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 9 · 2026-06-11 · Conversion · Disposed 166,070 · Balance 0 F1: Each share of Series A Preferred Stock automatically converted into approximately 0.7406 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026). F5: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. ("Deerfield Innovations" and together with Fund III, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. F6: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by each Fund is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, 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. |
| Series A Preferred StockSEC Table II · derivative / convertible security | IndirectThrough Deerfield Healthcare Innovations Fund, L.P. | 0 |
Reported balance
After 2026-06-11 transaction · row 10
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 10 · 2026-06-11 · Conversion · Disposed 166,070 · Balance 0 F1: Each share of Series A Preferred Stock automatically converted into approximately 0.7406 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026). F5: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. ("Deerfield Innovations" and together with Fund III, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. F6: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by each Fund is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, 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. |
| Series B Preferred StockSEC Table II · derivative / convertible security | IndirectThrough Deerfield Private Design Fund III, L.P. | 0 |
Reported balance
After 2026-06-11 transaction · row 11
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 11 · 2026-06-11 · Conversion · Disposed 143,650 · Balance 0 F2: Each share of Series B Preferred Stock automatically converted into approximately 1.0389 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026). F5: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. ("Deerfield Innovations" and together with Fund III, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. F6: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by each Fund is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, 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. |
| Series B Preferred StockSEC Table II · derivative / convertible security | IndirectThrough Deerfield Healthcare Innovations Fund, L.P. | 0 |
Reported balance
After 2026-06-11 transaction · row 12
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 12 · 2026-06-11 · Conversion · Disposed 143,650 · Balance 0 F2: Each share of Series B Preferred Stock automatically converted into approximately 1.0389 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026). F5: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. ("Deerfield Innovations" and together with Fund III, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. F6: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by each Fund is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, 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. |
| Series C Preferred StockSEC Table II · derivative / convertible security | IndirectThrough Deerfield Private Design Fund III, L.P. | 0 |
Reported balance
After 2026-06-11 transaction · row 13
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 13 · 2026-06-11 · Conversion · Disposed 246,732 · Balance 0 F3: Each share of Series C Preferred Stock automatically converted into approximately 1.0578 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026). F5: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. ("Deerfield Innovations" and together with Fund III, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. F6: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by each Fund is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, 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. |
| Series C Preferred StockSEC Table II · derivative / convertible security | IndirectThrough Deerfield Healthcare Innovations Fund, L.P. | 0 |
Reported balance
After 2026-06-11 transaction · row 14
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 14 · 2026-06-11 · Conversion · Disposed 246,732 · Balance 0 F3: Each share of Series C Preferred Stock automatically converted into approximately 1.0578 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026). F5: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. ("Deerfield Innovations" and together with Fund III, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. F6: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by each Fund is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, 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. |
| Series D Preferred StockSEC Table II · derivative / convertible security | IndirectThrough Deerfield Private Design Fund III, L.P. | 0 |
Reported balance
After 2026-06-11 transaction · row 15
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 15 · 2026-06-11 · Conversion · Disposed 464,550 · Balance 0 F4: Each share of Series D Preferred Stock automatically converted into approximately 0.8764 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026). F5: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. ("Deerfield Innovations" and together with Fund III, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. F6: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by each Fund is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, 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. |
| Series D Preferred StockSEC Table II · derivative / convertible security | IndirectThrough Deerfield Healthcare Innovations Fund, L.P. | 0 |
Reported balance
After 2026-06-11 transaction · row 16
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 16 · 2026-06-11 · Conversion · Disposed 464,550 · Balance 0 F4: Each share of Series D Preferred Stock automatically converted into approximately 0.8764 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026). F5: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. ("Deerfield Innovations" and together with Fund III, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. F6: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by each Fund is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, 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. |
Filing footnotes · ownership attribution and instrument terms
F1: Each share of Series A Preferred Stock automatically converted into approximately 0.7406 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026).
F2: Each share of Series B Preferred Stock automatically converted into approximately 1.0389 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026).
F3: Each share of Series C Preferred Stock automatically converted into approximately 1.0578 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026).
F4: Each share of Series D Preferred Stock automatically converted into approximately 0.8764 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026).
F5: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. ("Deerfield Innovations" and together with Fund III, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds.
F6: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by each Fund is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, 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.
Q32 Bio Inc.
Report date January 29, 2020 · Filed January 31, 2020
Jointly reported with Flynn James E, DEERFIELD MANAGEMENT COMPANY, L.P., Deerfield Mgmt L.P., DEERFIELD PARTNERS, L.P., Deerfield Private Design Fund III, L.P., Deerfield Mgmt III, L.P., Deerfield Healthcare Innovations Fund, L.P.
Section 16 reporting ended · disclosed 2020-01-31. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | IndirectThrough Deerfield Partners, L.P. | 0 |
Last balance in matching sequence
After 2020-01-30 transaction · row 2
Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rowsRow 1 · 2020-01-29 · Sale · Disposed 8,857 · Balance 509,970 F1: The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $15.40 to $15.51, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. F2: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Fund III and Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P. F3: 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, as amended, 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. Row 2 · 2020-01-30 · Sale · Disposed 509,970 · Balance 0 F2: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Fund III and Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P. F3: 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, as amended, 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. |
| Common StockSEC Table I · non-derivative | IndirectThrough Deerfield Healthcare Innovations Fund, L.P. | 1,766,106 |
Reported balance
Holding disclosure · report date 2020-01-29 · row 3
Holding and transaction disclosures are not merged.
1 source rowRow 3 · Balance 1,766,106 F2: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Fund III and Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P. F3: 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, as amended, 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. |
| Common StockSEC Table I · non-derivative | IndirectThrough Deerfield Private Design Fund III, L.P. | 2,321,199 |
Reported balance
Holding disclosure · report date 2020-01-29 · row 4
Holding and transaction disclosures are not merged.
1 source rowRow 4 · Balance 2,321,199 F2: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Fund III and Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P. F3: 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, as amended, 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. |
Filing footnotes · ownership attribution and instrument terms
F1: The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $15.40 to $15.51, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F2: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Fund III and Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P.
F3: 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, as amended, 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.
Transaction history
JSON APIPurchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”
The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.
| Transaction date | Company | Activity / security | Shares / units | Reported price | Reported value | Details |
|---|---|---|---|---|---|---|
| July 15, 2026 Filed Jul 17, 2026 19:27 UTC | Nuvalent, Inc. NUVL · Entity 29892 | Disposition to issuerStock Option (right to buy) · Derivative | 4,147 | Not disclosed Strike: $75.53 | Not disclosed |
DisclosureSEC source: 0001193805-26-000978 · e665657_4-nuvl.xml · derivative · entry 18 Flynn James E · CIK 0001352546 · Director · 10% owner · Director by Deputization DEERFIELD MANAGEMENT COMPANY, L.P. · CIK 0001009258 · Director · 10% owner · Director by Deputization Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · 10% owner · Director by Deputization Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · Director · 10% owner · Director by Deputization DEERFIELD PARTNERS, L.P. · CIK 0001301041 · Director · 10% owner · Director by Deputization Deerfield Mgmt L.P. · CIK 0001010823 · Director · 10% owner · Director by Deputization Deerfield Mgmt IV, L.P. · CIK 0001713467 · Director · 10% owner · Director by Deputization Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · Director · 10% owner · Director by Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Mangement Company, L.P. Disclosed balance after: 0 Underlying: Class A Common Stock · 4,147 shares Expires 2035-06-18 F7 · price: Pursuant to the Merger Agreement, each option to purchase shares of Class A Common Stock that was outstanding immediately prior to the effective time of the Merger was cancelled and converted into the right of the holder to receive an amount in cash (without interest and less applicable withholding taxes) equal to the product of (x) the total number of shares subject to such stock option immediately prior to the effective time of the Merger and (y) the excess, if any, of $124.00 over the applicable exercise price per share under such stock option. The disposition or deemed disposition of such securities by the reporting Persons pursuant to the Merger Agreement was exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F6 · derivative.exercise_date: Prior to the consummation of the Merger, the Class B Common Stock was convertible into Class A Common Stock from time to time at the election of the holder, except that conversion was prohibited to the extent that, upon such conversion, the holder, its affiliates and other persons whose ownership of Class A Common Stock would be aggregated with that of such holder for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, would exceed 4.9% of the total number of shares of Class A Common Stock then outstanding. F4 · ownership.nature: Prior to his resignation from the board of directors of the Issuer in connection with the Issuer's 2026 annual meeting of stockholders, Joseph Pearlberg, an employee of Deerfield Management, served as a director of the Issuer. The reported shares of Class A Common Stock and stock options were held by Mr. Pearlberg for the benefit, and at the direction, of Deerfield Management. Read SEC document |
| July 15, 2026 Filed Jul 17, 2026 19:27 UTC | Nuvalent, Inc. NUVL · Entity 29892 | Disposition to issuerStock Option (right to buy) · Derivative | 4,147 | Not disclosed Strike: $75.53 | Not disclosed |
DisclosureSEC source: 0001193805-26-000978 · e665657_4-nuvl.xml · derivative · entry 17 Flynn James E · CIK 0001352546 · Director · 10% owner · Director by Deputization DEERFIELD MANAGEMENT COMPANY, L.P. · CIK 0001009258 · Director · 10% owner · Director by Deputization Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · 10% owner · Director by Deputization Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · Director · 10% owner · Director by Deputization DEERFIELD PARTNERS, L.P. · CIK 0001301041 · Director · 10% owner · Director by Deputization Deerfield Mgmt L.P. · CIK 0001010823 · Director · 10% owner · Director by Deputization Deerfield Mgmt IV, L.P. · CIK 0001713467 · Director · 10% owner · Director by Deputization Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · Director · 10% owner · Director by Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Mangement Company, L.P. Disclosed balance after: 0 Underlying: Class A Common Stock · 4,147 shares Expires 2035-06-18 F7 · price: Pursuant to the Merger Agreement, each option to purchase shares of Class A Common Stock that was outstanding immediately prior to the effective time of the Merger was cancelled and converted into the right of the holder to receive an amount in cash (without interest and less applicable withholding taxes) equal to the product of (x) the total number of shares subject to such stock option immediately prior to the effective time of the Merger and (y) the excess, if any, of $124.00 over the applicable exercise price per share under such stock option. The disposition or deemed disposition of such securities by the reporting Persons pursuant to the Merger Agreement was exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F6 · derivative.exercise_date: Prior to the consummation of the Merger, the Class B Common Stock was convertible into Class A Common Stock from time to time at the election of the holder, except that conversion was prohibited to the extent that, upon such conversion, the holder, its affiliates and other persons whose ownership of Class A Common Stock would be aggregated with that of such holder for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, would exceed 4.9% of the total number of shares of Class A Common Stock then outstanding. F3 · ownership.nature: Prior to the consummation of the transactions contemplated by the Merger Agreement, Cameron Wheeler, a partner in Deerfield Management Company, L.P. ("Deerfield Management"), served as a director of the Issuer. The reported shares of Class A Common Stock, RSUs (as defined below) and stock options were held by Dr. Wheeler for the benefit, and at the direction, of Deerfield Management. Read SEC document |
| July 15, 2026 Filed Jul 17, 2026 19:27 UTC | Nuvalent, Inc. NUVL · Entity 29892 | Disposition to issuerStock Option (right to buy) · Derivative | 3,789 | Not disclosed Strike: $80.03 | Not disclosed |
DisclosureSEC source: 0001193805-26-000978 · e665657_4-nuvl.xml · derivative · entry 16 Flynn James E · CIK 0001352546 · Director · 10% owner · Director by Deputization DEERFIELD MANAGEMENT COMPANY, L.P. · CIK 0001009258 · Director · 10% owner · Director by Deputization Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · 10% owner · Director by Deputization Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · Director · 10% owner · Director by Deputization DEERFIELD PARTNERS, L.P. · CIK 0001301041 · Director · 10% owner · Director by Deputization Deerfield Mgmt L.P. · CIK 0001010823 · Director · 10% owner · Director by Deputization Deerfield Mgmt IV, L.P. · CIK 0001713467 · Director · 10% owner · Director by Deputization Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · Director · 10% owner · Director by Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Mangement Company, L.P. Disclosed balance after: 0 Underlying: Class A Common Stock · 3,789 shares Expires 2034-06-12 F7 · price: Pursuant to the Merger Agreement, each option to purchase shares of Class A Common Stock that was outstanding immediately prior to the effective time of the Merger was cancelled and converted into the right of the holder to receive an amount in cash (without interest and less applicable withholding taxes) equal to the product of (x) the total number of shares subject to such stock option immediately prior to the effective time of the Merger and (y) the excess, if any, of $124.00 over the applicable exercise price per share under such stock option. The disposition or deemed disposition of such securities by the reporting Persons pursuant to the Merger Agreement was exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F6 · derivative.exercise_date: Prior to the consummation of the Merger, the Class B Common Stock was convertible into Class A Common Stock from time to time at the election of the holder, except that conversion was prohibited to the extent that, upon such conversion, the holder, its affiliates and other persons whose ownership of Class A Common Stock would be aggregated with that of such holder for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, would exceed 4.9% of the total number of shares of Class A Common Stock then outstanding. F4 · ownership.nature: Prior to his resignation from the board of directors of the Issuer in connection with the Issuer's 2026 annual meeting of stockholders, Joseph Pearlberg, an employee of Deerfield Management, served as a director of the Issuer. The reported shares of Class A Common Stock and stock options were held by Mr. Pearlberg for the benefit, and at the direction, of Deerfield Management. Read SEC document |
| July 15, 2026 Filed Jul 17, 2026 19:27 UTC | Nuvalent, Inc. NUVL · Entity 29892 | Disposition to issuerStock Option (right to buy) · Derivative | 3,789 | Not disclosed Strike: $80.03 | Not disclosed |
DisclosureSEC source: 0001193805-26-000978 · e665657_4-nuvl.xml · derivative · entry 15 Flynn James E · CIK 0001352546 · Director · 10% owner · Director by Deputization DEERFIELD MANAGEMENT COMPANY, L.P. · CIK 0001009258 · Director · 10% owner · Director by Deputization Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · 10% owner · Director by Deputization Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · Director · 10% owner · Director by Deputization DEERFIELD PARTNERS, L.P. · CIK 0001301041 · Director · 10% owner · Director by Deputization Deerfield Mgmt L.P. · CIK 0001010823 · Director · 10% owner · Director by Deputization Deerfield Mgmt IV, L.P. · CIK 0001713467 · Director · 10% owner · Director by Deputization Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · Director · 10% owner · Director by Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Mangement Company, L.P. Disclosed balance after: 0 Underlying: Class A Common Stock · 3,789 shares Expires 2034-06-12 F7 · price: Pursuant to the Merger Agreement, each option to purchase shares of Class A Common Stock that was outstanding immediately prior to the effective time of the Merger was cancelled and converted into the right of the holder to receive an amount in cash (without interest and less applicable withholding taxes) equal to the product of (x) the total number of shares subject to such stock option immediately prior to the effective time of the Merger and (y) the excess, if any, of $124.00 over the applicable exercise price per share under such stock option. The disposition or deemed disposition of such securities by the reporting Persons pursuant to the Merger Agreement was exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F6 · derivative.exercise_date: Prior to the consummation of the Merger, the Class B Common Stock was convertible into Class A Common Stock from time to time at the election of the holder, except that conversion was prohibited to the extent that, upon such conversion, the holder, its affiliates and other persons whose ownership of Class A Common Stock would be aggregated with that of such holder for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, would exceed 4.9% of the total number of shares of Class A Common Stock then outstanding. F3 · ownership.nature: Prior to the consummation of the transactions contemplated by the Merger Agreement, Cameron Wheeler, a partner in Deerfield Management Company, L.P. ("Deerfield Management"), served as a director of the Issuer. The reported shares of Class A Common Stock, RSUs (as defined below) and stock options were held by Dr. Wheeler for the benefit, and at the direction, of Deerfield Management. Read SEC document |
| July 15, 2026 Filed Jul 17, 2026 19:27 UTC | Nuvalent, Inc. NUVL · Entity 29892 | Disposition to issuerStock Option (right to buy) · Derivative | 15,000 | Not disclosed Strike: $44.68 | Not disclosed |
DisclosureSEC source: 0001193805-26-000978 · e665657_4-nuvl.xml · derivative · entry 14 Flynn James E · CIK 0001352546 · Director · 10% owner · Director by Deputization DEERFIELD MANAGEMENT COMPANY, L.P. · CIK 0001009258 · Director · 10% owner · Director by Deputization Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · 10% owner · Director by Deputization Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · Director · 10% owner · Director by Deputization DEERFIELD PARTNERS, L.P. · CIK 0001301041 · Director · 10% owner · Director by Deputization Deerfield Mgmt L.P. · CIK 0001010823 · Director · 10% owner · Director by Deputization Deerfield Mgmt IV, L.P. · CIK 0001713467 · Director · 10% owner · Director by Deputization Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · Director · 10% owner · Director by Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Mangement Company, L.P. Disclosed balance after: 0 Underlying: Class A Common Stock · 15,000 shares Expires 2033-06-15 F7 · price: Pursuant to the Merger Agreement, each option to purchase shares of Class A Common Stock that was outstanding immediately prior to the effective time of the Merger was cancelled and converted into the right of the holder to receive an amount in cash (without interest and less applicable withholding taxes) equal to the product of (x) the total number of shares subject to such stock option immediately prior to the effective time of the Merger and (y) the excess, if any, of $124.00 over the applicable exercise price per share under such stock option. The disposition or deemed disposition of such securities by the reporting Persons pursuant to the Merger Agreement was exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F6 · derivative.exercise_date: Prior to the consummation of the Merger, the Class B Common Stock was convertible into Class A Common Stock from time to time at the election of the holder, except that conversion was prohibited to the extent that, upon such conversion, the holder, its affiliates and other persons whose ownership of Class A Common Stock would be aggregated with that of such holder for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, would exceed 4.9% of the total number of shares of Class A Common Stock then outstanding. F4 · ownership.nature: Prior to his resignation from the board of directors of the Issuer in connection with the Issuer's 2026 annual meeting of stockholders, Joseph Pearlberg, an employee of Deerfield Management, served as a director of the Issuer. The reported shares of Class A Common Stock and stock options were held by Mr. Pearlberg for the benefit, and at the direction, of Deerfield Management. Read SEC document |
| July 15, 2026 Filed Jul 17, 2026 19:27 UTC | Nuvalent, Inc. NUVL · Entity 29892 | Disposition to issuerStock Option (right to buy) · Derivative | 15,000 | Not disclosed Strike: $44.68 | Not disclosed |
DisclosureSEC source: 0001193805-26-000978 · e665657_4-nuvl.xml · derivative · entry 13 Flynn James E · CIK 0001352546 · Director · 10% owner · Director by Deputization DEERFIELD MANAGEMENT COMPANY, L.P. · CIK 0001009258 · Director · 10% owner · Director by Deputization Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · 10% owner · Director by Deputization Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · Director · 10% owner · Director by Deputization DEERFIELD PARTNERS, L.P. · CIK 0001301041 · Director · 10% owner · Director by Deputization Deerfield Mgmt L.P. · CIK 0001010823 · Director · 10% owner · Director by Deputization Deerfield Mgmt IV, L.P. · CIK 0001713467 · Director · 10% owner · Director by Deputization Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · Director · 10% owner · Director by Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Mangement Company, L.P. Disclosed balance after: 0 Underlying: Class A Common Stock · 15,000 shares Expires 2033-06-15 F7 · price: Pursuant to the Merger Agreement, each option to purchase shares of Class A Common Stock that was outstanding immediately prior to the effective time of the Merger was cancelled and converted into the right of the holder to receive an amount in cash (without interest and less applicable withholding taxes) equal to the product of (x) the total number of shares subject to such stock option immediately prior to the effective time of the Merger and (y) the excess, if any, of $124.00 over the applicable exercise price per share under such stock option. The disposition or deemed disposition of such securities by the reporting Persons pursuant to the Merger Agreement was exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F6 · derivative.exercise_date: Prior to the consummation of the Merger, the Class B Common Stock was convertible into Class A Common Stock from time to time at the election of the holder, except that conversion was prohibited to the extent that, upon such conversion, the holder, its affiliates and other persons whose ownership of Class A Common Stock would be aggregated with that of such holder for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, would exceed 4.9% of the total number of shares of Class A Common Stock then outstanding. F3 · ownership.nature: Prior to the consummation of the transactions contemplated by the Merger Agreement, Cameron Wheeler, a partner in Deerfield Management Company, L.P. ("Deerfield Management"), served as a director of the Issuer. The reported shares of Class A Common Stock, RSUs (as defined below) and stock options were held by Dr. Wheeler for the benefit, and at the direction, of Deerfield Management. Read SEC document |
| July 15, 2026 Filed Jul 17, 2026 19:27 UTC | Nuvalent, Inc. NUVL · Entity 29892 | Disposition to issuerStock Option (right to buy) · Derivative | 20,000 | Not disclosed Strike: $9.36 | Not disclosed |
DisclosureSEC source: 0001193805-26-000978 · e665657_4-nuvl.xml · derivative · entry 12 Flynn James E · CIK 0001352546 · Director · 10% owner · Director by Deputization DEERFIELD MANAGEMENT COMPANY, L.P. · CIK 0001009258 · Director · 10% owner · Director by Deputization Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · 10% owner · Director by Deputization Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · Director · 10% owner · Director by Deputization DEERFIELD PARTNERS, L.P. · CIK 0001301041 · Director · 10% owner · Director by Deputization Deerfield Mgmt L.P. · CIK 0001010823 · Director · 10% owner · Director by Deputization Deerfield Mgmt IV, L.P. · CIK 0001713467 · Director · 10% owner · Director by Deputization Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · Director · 10% owner · Director by Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Mangement Company, L.P. Disclosed balance after: 0 Underlying: Class A Common Stock · 20,000 shares Expires 2032-06-16 F7 · price: Pursuant to the Merger Agreement, each option to purchase shares of Class A Common Stock that was outstanding immediately prior to the effective time of the Merger was cancelled and converted into the right of the holder to receive an amount in cash (without interest and less applicable withholding taxes) equal to the product of (x) the total number of shares subject to such stock option immediately prior to the effective time of the Merger and (y) the excess, if any, of $124.00 over the applicable exercise price per share under such stock option. The disposition or deemed disposition of such securities by the reporting Persons pursuant to the Merger Agreement was exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F6 · derivative.exercise_date: Prior to the consummation of the Merger, the Class B Common Stock was convertible into Class A Common Stock from time to time at the election of the holder, except that conversion was prohibited to the extent that, upon such conversion, the holder, its affiliates and other persons whose ownership of Class A Common Stock would be aggregated with that of such holder for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, would exceed 4.9% of the total number of shares of Class A Common Stock then outstanding. F4 · ownership.nature: Prior to his resignation from the board of directors of the Issuer in connection with the Issuer's 2026 annual meeting of stockholders, Joseph Pearlberg, an employee of Deerfield Management, served as a director of the Issuer. The reported shares of Class A Common Stock and stock options were held by Mr. Pearlberg for the benefit, and at the direction, of Deerfield Management. Read SEC document |
| July 15, 2026 Filed Jul 17, 2026 19:27 UTC | Nuvalent, Inc. NUVL · Entity 29892 | Disposition to issuerStock Option (right to buy) · Derivative | 20,000 | Not disclosed Strike: $9.36 | Not disclosed |
DisclosureSEC source: 0001193805-26-000978 · e665657_4-nuvl.xml · derivative · entry 11 Flynn James E · CIK 0001352546 · Director · 10% owner · Director by Deputization DEERFIELD MANAGEMENT COMPANY, L.P. · CIK 0001009258 · Director · 10% owner · Director by Deputization Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · 10% owner · Director by Deputization Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · Director · 10% owner · Director by Deputization DEERFIELD PARTNERS, L.P. · CIK 0001301041 · Director · 10% owner · Director by Deputization Deerfield Mgmt L.P. · CIK 0001010823 · Director · 10% owner · Director by Deputization Deerfield Mgmt IV, L.P. · CIK 0001713467 · Director · 10% owner · Director by Deputization Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · Director · 10% owner · Director by Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Mangement Company, L.P. Disclosed balance after: 0 Underlying: Class A Common Stock · 20,000 shares Expires 2032-06-16 F7 · price: Pursuant to the Merger Agreement, each option to purchase shares of Class A Common Stock that was outstanding immediately prior to the effective time of the Merger was cancelled and converted into the right of the holder to receive an amount in cash (without interest and less applicable withholding taxes) equal to the product of (x) the total number of shares subject to such stock option immediately prior to the effective time of the Merger and (y) the excess, if any, of $124.00 over the applicable exercise price per share under such stock option. The disposition or deemed disposition of such securities by the reporting Persons pursuant to the Merger Agreement was exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F6 · derivative.exercise_date: Prior to the consummation of the Merger, the Class B Common Stock was convertible into Class A Common Stock from time to time at the election of the holder, except that conversion was prohibited to the extent that, upon such conversion, the holder, its affiliates and other persons whose ownership of Class A Common Stock would be aggregated with that of such holder for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, would exceed 4.9% of the total number of shares of Class A Common Stock then outstanding. F3 · ownership.nature: Prior to the consummation of the transactions contemplated by the Merger Agreement, Cameron Wheeler, a partner in Deerfield Management Company, L.P. ("Deerfield Management"), served as a director of the Issuer. The reported shares of Class A Common Stock, RSUs (as defined below) and stock options were held by Dr. Wheeler for the benefit, and at the direction, of Deerfield Management. Read SEC document |
| July 15, 2026 Filed Jul 17, 2026 19:27 UTC | Nuvalent, Inc. NUVL · Entity 29892 | Disposition to issuerStock Option (right to buy) · Derivative | 43,000 | Not disclosed Strike: $17.00 | Not disclosed |
DisclosureSEC source: 0001193805-26-000978 · e665657_4-nuvl.xml · derivative · entry 10 Flynn James E · CIK 0001352546 · Director · 10% owner · Director by Deputization DEERFIELD MANAGEMENT COMPANY, L.P. · CIK 0001009258 · Director · 10% owner · Director by Deputization Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · 10% owner · Director by Deputization Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · Director · 10% owner · Director by Deputization DEERFIELD PARTNERS, L.P. · CIK 0001301041 · Director · 10% owner · Director by Deputization Deerfield Mgmt L.P. · CIK 0001010823 · Director · 10% owner · Director by Deputization Deerfield Mgmt IV, L.P. · CIK 0001713467 · Director · 10% owner · Director by Deputization Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · Director · 10% owner · Director by Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Mangement Company, L.P. Disclosed balance after: 0 Underlying: Class A Common Stock · 43,000 shares Expires 2031-07-28 F7 · price: Pursuant to the Merger Agreement, each option to purchase shares of Class A Common Stock that was outstanding immediately prior to the effective time of the Merger was cancelled and converted into the right of the holder to receive an amount in cash (without interest and less applicable withholding taxes) equal to the product of (x) the total number of shares subject to such stock option immediately prior to the effective time of the Merger and (y) the excess, if any, of $124.00 over the applicable exercise price per share under such stock option. The disposition or deemed disposition of such securities by the reporting Persons pursuant to the Merger Agreement was exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F6 · derivative.exercise_date: Prior to the consummation of the Merger, the Class B Common Stock was convertible into Class A Common Stock from time to time at the election of the holder, except that conversion was prohibited to the extent that, upon such conversion, the holder, its affiliates and other persons whose ownership of Class A Common Stock would be aggregated with that of such holder for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, would exceed 4.9% of the total number of shares of Class A Common Stock then outstanding. F4 · ownership.nature: Prior to his resignation from the board of directors of the Issuer in connection with the Issuer's 2026 annual meeting of stockholders, Joseph Pearlberg, an employee of Deerfield Management, served as a director of the Issuer. The reported shares of Class A Common Stock and stock options were held by Mr. Pearlberg for the benefit, and at the direction, of Deerfield Management. Read SEC document |
| July 15, 2026 Filed Jul 17, 2026 19:27 UTC | Nuvalent, Inc. NUVL · Entity 29892 | Disposition to issuerStock Option (right to buy) · Derivative | 43,000 | Not disclosed Strike: $17.00 | Not disclosed |
DisclosureSEC source: 0001193805-26-000978 · e665657_4-nuvl.xml · derivative · entry 9 Flynn James E · CIK 0001352546 · Director · 10% owner · Director by Deputization DEERFIELD MANAGEMENT COMPANY, L.P. · CIK 0001009258 · Director · 10% owner · Director by Deputization Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · 10% owner · Director by Deputization Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · Director · 10% owner · Director by Deputization DEERFIELD PARTNERS, L.P. · CIK 0001301041 · Director · 10% owner · Director by Deputization Deerfield Mgmt L.P. · CIK 0001010823 · Director · 10% owner · Director by Deputization Deerfield Mgmt IV, L.P. · CIK 0001713467 · Director · 10% owner · Director by Deputization Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · Director · 10% owner · Director by Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Mangement Company, L.P. Disclosed balance after: 0 Underlying: Class A Common Stock · 43,000 shares Expires 2031-07-28 F7 · price: Pursuant to the Merger Agreement, each option to purchase shares of Class A Common Stock that was outstanding immediately prior to the effective time of the Merger was cancelled and converted into the right of the holder to receive an amount in cash (without interest and less applicable withholding taxes) equal to the product of (x) the total number of shares subject to such stock option immediately prior to the effective time of the Merger and (y) the excess, if any, of $124.00 over the applicable exercise price per share under such stock option. The disposition or deemed disposition of such securities by the reporting Persons pursuant to the Merger Agreement was exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F6 · derivative.exercise_date: Prior to the consummation of the Merger, the Class B Common Stock was convertible into Class A Common Stock from time to time at the election of the holder, except that conversion was prohibited to the extent that, upon such conversion, the holder, its affiliates and other persons whose ownership of Class A Common Stock would be aggregated with that of such holder for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, would exceed 4.9% of the total number of shares of Class A Common Stock then outstanding. F3 · ownership.nature: Prior to the consummation of the transactions contemplated by the Merger Agreement, Cameron Wheeler, a partner in Deerfield Management Company, L.P. ("Deerfield Management"), served as a director of the Issuer. The reported shares of Class A Common Stock, RSUs (as defined below) and stock options were held by Dr. Wheeler for the benefit, and at the direction, of Deerfield Management. Read SEC document |
| July 15, 2026 Filed Jul 17, 2026 19:27 UTC | Nuvalent, Inc. NUVL · Entity 29892 | Disposition to issuerClass B Common Stock · Derivative | 2,717,627 | $124.00 | $336,985,748.00 |
DisclosureSEC source: 0001193805-26-000978 · e665657_4-nuvl.xml · derivative · entry 8 Flynn James E · CIK 0001352546 · Director · 10% owner · Director by Deputization DEERFIELD MANAGEMENT COMPANY, L.P. · CIK 0001009258 · Director · 10% owner · Director by Deputization Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · 10% owner · Director by Deputization Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · Director · 10% owner · Director by Deputization DEERFIELD PARTNERS, L.P. · CIK 0001301041 · Director · 10% owner · Director by Deputization Deerfield Mgmt L.P. · CIK 0001010823 · Director · 10% owner · Director by Deputization Deerfield Mgmt IV, L.P. · CIK 0001713467 · Director · 10% owner · Director by Deputization Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · Director · 10% owner · Director by Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Healthcare Innovations Fund, L.P. Disclosed balance after: 0 Underlying: Class A Common Stock · 2,717,627 shares Expires not disclosed F6 · derivative.exercise_price: Prior to the consummation of the Merger, the Class B Common Stock was convertible into Class A Common Stock from time to time at the election of the holder, except that conversion was prohibited to the extent that, upon such conversion, the holder, its affiliates and other persons whose ownership of Class A Common Stock would be aggregated with that of such holder for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, would exceed 4.9% of the total number of shares of Class A Common Stock then outstanding. F1 · price: Pursuant to the Agreement and Plan of Merger, dated June 9, 2026 (the "Merger Agreement"), by and among (i) the Issuer, (ii) GlaxoSmithKline LLC ("Parent"), (iii) Harmony Row Acquisition Co. ("Purchaser") and (iv) solely for purposes of Section 9.14 therein, GSK plc, upon the effective time of the merger contemplated thereby (the "Merger") each share of Class A Common Stock and each share of Class B Common Stock beneficially owned by the Reporting Persons was cancelled and converted into the right to receive $124.00, in cash. The disposition or deemed disposition of such securities by the Reporting Persons pursuant to the Merger Agreement was exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F6 · derivative.exercise_date: Prior to the consummation of the Merger, the Class B Common Stock was convertible into Class A Common Stock from time to time at the election of the holder, except that conversion was prohibited to the extent that, upon such conversion, the holder, its affiliates and other persons whose ownership of Class A Common Stock would be aggregated with that of such holder for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, would exceed 4.9% of the total number of shares of Class A Common Stock then outstanding. F6 · derivative.expiration_date: Prior to the consummation of the Merger, the Class B Common Stock was convertible into Class A Common Stock from time to time at the election of the holder, except that conversion was prohibited to the extent that, upon such conversion, the holder, its affiliates and other persons whose ownership of Class A Common Stock would be aggregated with that of such holder for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, would exceed 4.9% of the total number of shares of Class A Common Stock then outstanding. F8 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Mgmt IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Deerfield Partners and Fund IV, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P., Deerfield Mgmt IV, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P. F9 · ownership.nature: 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, as amended, 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. Read SEC document |
| July 15, 2026 Filed Jul 17, 2026 19:27 UTC | Nuvalent, Inc. NUVL · Entity 29892 | Disposition to issuerClass B Common Stock · Derivative | 2,717,627 | $124.00 | $336,985,748.00 |
DisclosureSEC source: 0001193805-26-000978 · e665657_4-nuvl.xml · derivative · entry 7 Flynn James E · CIK 0001352546 · Director · 10% owner · Director by Deputization DEERFIELD MANAGEMENT COMPANY, L.P. · CIK 0001009258 · Director · 10% owner · Director by Deputization Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · 10% owner · Director by Deputization Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · Director · 10% owner · Director by Deputization DEERFIELD PARTNERS, L.P. · CIK 0001301041 · Director · 10% owner · Director by Deputization Deerfield Mgmt L.P. · CIK 0001010823 · Director · 10% owner · Director by Deputization Deerfield Mgmt IV, L.P. · CIK 0001713467 · Director · 10% owner · Director by Deputization Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · Director · 10% owner · Director by Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Private Design Fund IV, L.P. Disclosed balance after: 0 Underlying: Class A Common Stock · 2,717,627 shares Expires not disclosed F6 · derivative.exercise_price: Prior to the consummation of the Merger, the Class B Common Stock was convertible into Class A Common Stock from time to time at the election of the holder, except that conversion was prohibited to the extent that, upon such conversion, the holder, its affiliates and other persons whose ownership of Class A Common Stock would be aggregated with that of such holder for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, would exceed 4.9% of the total number of shares of Class A Common Stock then outstanding. F1 · price: Pursuant to the Agreement and Plan of Merger, dated June 9, 2026 (the "Merger Agreement"), by and among (i) the Issuer, (ii) GlaxoSmithKline LLC ("Parent"), (iii) Harmony Row Acquisition Co. ("Purchaser") and (iv) solely for purposes of Section 9.14 therein, GSK plc, upon the effective time of the merger contemplated thereby (the "Merger") each share of Class A Common Stock and each share of Class B Common Stock beneficially owned by the Reporting Persons was cancelled and converted into the right to receive $124.00, in cash. The disposition or deemed disposition of such securities by the Reporting Persons pursuant to the Merger Agreement was exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F6 · derivative.exercise_date: Prior to the consummation of the Merger, the Class B Common Stock was convertible into Class A Common Stock from time to time at the election of the holder, except that conversion was prohibited to the extent that, upon such conversion, the holder, its affiliates and other persons whose ownership of Class A Common Stock would be aggregated with that of such holder for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, would exceed 4.9% of the total number of shares of Class A Common Stock then outstanding. F6 · derivative.expiration_date: Prior to the consummation of the Merger, the Class B Common Stock was convertible into Class A Common Stock from time to time at the election of the holder, except that conversion was prohibited to the extent that, upon such conversion, the holder, its affiliates and other persons whose ownership of Class A Common Stock would be aggregated with that of such holder for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, would exceed 4.9% of the total number of shares of Class A Common Stock then outstanding. F8 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Mgmt IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Deerfield Partners and Fund IV, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P., Deerfield Mgmt IV, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P. F9 · ownership.nature: 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, as amended, 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. Read SEC document |
| July 15, 2026 Filed Jul 17, 2026 19:27 UTC | Nuvalent, Inc. NUVL · Entity 29892 | Disposition to issuerClass A Common Stock - Restricted Stock Units | 3,444 | $124.00 | $427,056.00 |
DisclosureSEC source: 0001193805-26-000978 · e665657_4-nuvl.xml · nonDerivative · entry 6 Flynn James E · CIK 0001352546 · Director · 10% owner · Director by Deputization DEERFIELD MANAGEMENT COMPANY, L.P. · CIK 0001009258 · Director · 10% owner · Director by Deputization Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · 10% owner · Director by Deputization Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · Director · 10% owner · Director by Deputization DEERFIELD PARTNERS, L.P. · CIK 0001301041 · Director · 10% owner · Director by Deputization Deerfield Mgmt L.P. · CIK 0001010823 · Director · 10% owner · Director by Deputization Deerfield Mgmt IV, L.P. · CIK 0001713467 · Director · 10% owner · Director by Deputization Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · Director · 10% owner · Director by Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Mangement Company, L.P. Disclosed balance after: 0 F5 · kind: The reported shares of Class A Common Stock were issuable under restricted stock units ("RSUs") granted to Dr. Wheeler, which were held for the benefit, and at the direction, of Deerfield Management. Pursuant to the Merger Agreement, each of the reported RSUs was cancelled and converted into the right of the holder to receive an amount in cash (without interest and less applicable withholding taxes) equal to the product of (x) the total number of shares subject to (or deliverable under) such RSU immediately prior to the effective time of the Merger and (y) $124.00. The disposition or deemed disposition of such securities pursuant to the Merger Agreement was exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F5 · price: The reported shares of Class A Common Stock were issuable under restricted stock units ("RSUs") granted to Dr. Wheeler, which were held for the benefit, and at the direction, of Deerfield Management. Pursuant to the Merger Agreement, each of the reported RSUs was cancelled and converted into the right of the holder to receive an amount in cash (without interest and less applicable withholding taxes) equal to the product of (x) the total number of shares subject to (or deliverable under) such RSU immediately prior to the effective time of the Merger and (y) $124.00. The disposition or deemed disposition of such securities pursuant to the Merger Agreement was exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F3 · ownership.nature: Prior to the consummation of the transactions contemplated by the Merger Agreement, Cameron Wheeler, a partner in Deerfield Management Company, L.P. ("Deerfield Management"), served as a director of the Issuer. The reported shares of Class A Common Stock, RSUs (as defined below) and stock options were held by Dr. Wheeler for the benefit, and at the direction, of Deerfield Management. Read SEC document |
| July 15, 2026 Filed Jul 17, 2026 19:27 UTC | Nuvalent, Inc. NUVL · Entity 29892 | OtherClass A Common Stock | 5,146 | $124.00 | $638,104.00 |
DisclosureSEC source: 0001193805-26-000978 · e665657_4-nuvl.xml · nonDerivative · entry 5 Flynn James E · CIK 0001352546 · Director · 10% owner · Director by Deputization DEERFIELD MANAGEMENT COMPANY, L.P. · CIK 0001009258 · Director · 10% owner · Director by Deputization Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · 10% owner · Director by Deputization Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · Director · 10% owner · Director by Deputization DEERFIELD PARTNERS, L.P. · CIK 0001301041 · Director · 10% owner · Director by Deputization Deerfield Mgmt L.P. · CIK 0001010823 · Director · 10% owner · Director by Deputization Deerfield Mgmt IV, L.P. · CIK 0001713467 · Director · 10% owner · Director by Deputization Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · Director · 10% owner · Director by Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Mangement Company, L.P. Disclosed balance after: 0 F2 · kind: Pursuant to the Merger Agreement, on July 15, 2026, Purchaser completed a tender offer (the "Offer") to purchase all outstanding shares of the Issuer's Class A Common Stock and Class B Common Stock. The reported shares were tendered to, and accepted by, the Purchaser in exchange for the offer price of $124.00 per share, in cash. F2 · price: Pursuant to the Merger Agreement, on July 15, 2026, Purchaser completed a tender offer (the "Offer") to purchase all outstanding shares of the Issuer's Class A Common Stock and Class B Common Stock. The reported shares were tendered to, and accepted by, the Purchaser in exchange for the offer price of $124.00 per share, in cash. F4 · ownership.nature: Prior to his resignation from the board of directors of the Issuer in connection with the Issuer's 2026 annual meeting of stockholders, Joseph Pearlberg, an employee of Deerfield Management, served as a director of the Issuer. The reported shares of Class A Common Stock and stock options were held by Mr. Pearlberg for the benefit, and at the direction, of Deerfield Management. Read SEC document |
| July 15, 2026 Filed Jul 17, 2026 19:27 UTC | Nuvalent, Inc. NUVL · Entity 29892 | OtherClass A Common Stock | 5,146 | $124.00 | $638,104.00 |
DisclosureSEC source: 0001193805-26-000978 · e665657_4-nuvl.xml · nonDerivative · entry 4 Flynn James E · CIK 0001352546 · Director · 10% owner · Director by Deputization DEERFIELD MANAGEMENT COMPANY, L.P. · CIK 0001009258 · Director · 10% owner · Director by Deputization Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · 10% owner · Director by Deputization Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · Director · 10% owner · Director by Deputization DEERFIELD PARTNERS, L.P. · CIK 0001301041 · Director · 10% owner · Director by Deputization Deerfield Mgmt L.P. · CIK 0001010823 · Director · 10% owner · Director by Deputization Deerfield Mgmt IV, L.P. · CIK 0001713467 · Director · 10% owner · Director by Deputization Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · Director · 10% owner · Director by Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Mangement Company, L.P. Disclosed balance after: 0 F2 · kind: Pursuant to the Merger Agreement, on July 15, 2026, Purchaser completed a tender offer (the "Offer") to purchase all outstanding shares of the Issuer's Class A Common Stock and Class B Common Stock. The reported shares were tendered to, and accepted by, the Purchaser in exchange for the offer price of $124.00 per share, in cash. F2 · price: Pursuant to the Merger Agreement, on July 15, 2026, Purchaser completed a tender offer (the "Offer") to purchase all outstanding shares of the Issuer's Class A Common Stock and Class B Common Stock. The reported shares were tendered to, and accepted by, the Purchaser in exchange for the offer price of $124.00 per share, in cash. F3 · ownership.nature: Prior to the consummation of the transactions contemplated by the Merger Agreement, Cameron Wheeler, a partner in Deerfield Management Company, L.P. ("Deerfield Management"), served as a director of the Issuer. The reported shares of Class A Common Stock, RSUs (as defined below) and stock options were held by Dr. Wheeler for the benefit, and at the direction, of Deerfield Management. Read SEC document |
| July 15, 2026 Filed Jul 17, 2026 19:27 UTC | Nuvalent, Inc. NUVL · Entity 29892 | Disposition to issuerClass A Common Stock | 650,000 | $124.00 | $80,600,000.00 |
DisclosureSEC source: 0001193805-26-000978 · e665657_4-nuvl.xml · nonDerivative · entry 3 Flynn James E · CIK 0001352546 · Director · 10% owner · Director by Deputization DEERFIELD MANAGEMENT COMPANY, L.P. · CIK 0001009258 · Director · 10% owner · Director by Deputization Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · 10% owner · Director by Deputization Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · Director · 10% owner · Director by Deputization DEERFIELD PARTNERS, L.P. · CIK 0001301041 · Director · 10% owner · Director by Deputization Deerfield Mgmt L.P. · CIK 0001010823 · Director · 10% owner · Director by Deputization Deerfield Mgmt IV, L.P. · CIK 0001713467 · Director · 10% owner · Director by Deputization Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · Director · 10% owner · Director by Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Partners, L.P. Disclosed balance after: 0 F1 · kind: Pursuant to the Agreement and Plan of Merger, dated June 9, 2026 (the "Merger Agreement"), by and among (i) the Issuer, (ii) GlaxoSmithKline LLC ("Parent"), (iii) Harmony Row Acquisition Co. ("Purchaser") and (iv) solely for purposes of Section 9.14 therein, GSK plc, upon the effective time of the merger contemplated thereby (the "Merger") each share of Class A Common Stock and each share of Class B Common Stock beneficially owned by the Reporting Persons was cancelled and converted into the right to receive $124.00, in cash. The disposition or deemed disposition of such securities by the Reporting Persons pursuant to the Merger Agreement was exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F1 · price: Pursuant to the Agreement and Plan of Merger, dated June 9, 2026 (the "Merger Agreement"), by and among (i) the Issuer, (ii) GlaxoSmithKline LLC ("Parent"), (iii) Harmony Row Acquisition Co. ("Purchaser") and (iv) solely for purposes of Section 9.14 therein, GSK plc, upon the effective time of the merger contemplated thereby (the "Merger") each share of Class A Common Stock and each share of Class B Common Stock beneficially owned by the Reporting Persons was cancelled and converted into the right to receive $124.00, in cash. The disposition or deemed disposition of such securities by the Reporting Persons pursuant to the Merger Agreement was exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F8 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Mgmt IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Deerfield Partners and Fund IV, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P., Deerfield Mgmt IV, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P. F9 · ownership.nature: 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, as amended, 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. Read SEC document |
| July 15, 2026 Filed Jul 17, 2026 19:27 UTC | Nuvalent, Inc. NUVL · Entity 29892 | Disposition to issuerClass A Common Stock | 8,299,225 | $124.00 | $1,029,103,900.00 |
DisclosureSEC source: 0001193805-26-000978 · e665657_4-nuvl.xml · nonDerivative · entry 2 Flynn James E · CIK 0001352546 · Director · 10% owner · Director by Deputization DEERFIELD MANAGEMENT COMPANY, L.P. · CIK 0001009258 · Director · 10% owner · Director by Deputization Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · 10% owner · Director by Deputization Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · Director · 10% owner · Director by Deputization DEERFIELD PARTNERS, L.P. · CIK 0001301041 · Director · 10% owner · Director by Deputization Deerfield Mgmt L.P. · CIK 0001010823 · Director · 10% owner · Director by Deputization Deerfield Mgmt IV, L.P. · CIK 0001713467 · Director · 10% owner · Director by Deputization Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · Director · 10% owner · Director by Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Healthcare Innovations Fund, L.P. Disclosed balance after: 0 F1 · kind: Pursuant to the Agreement and Plan of Merger, dated June 9, 2026 (the "Merger Agreement"), by and among (i) the Issuer, (ii) GlaxoSmithKline LLC ("Parent"), (iii) Harmony Row Acquisition Co. ("Purchaser") and (iv) solely for purposes of Section 9.14 therein, GSK plc, upon the effective time of the merger contemplated thereby (the "Merger") each share of Class A Common Stock and each share of Class B Common Stock beneficially owned by the Reporting Persons was cancelled and converted into the right to receive $124.00, in cash. The disposition or deemed disposition of such securities by the Reporting Persons pursuant to the Merger Agreement was exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F1 · price: Pursuant to the Agreement and Plan of Merger, dated June 9, 2026 (the "Merger Agreement"), by and among (i) the Issuer, (ii) GlaxoSmithKline LLC ("Parent"), (iii) Harmony Row Acquisition Co. ("Purchaser") and (iv) solely for purposes of Section 9.14 therein, GSK plc, upon the effective time of the merger contemplated thereby (the "Merger") each share of Class A Common Stock and each share of Class B Common Stock beneficially owned by the Reporting Persons was cancelled and converted into the right to receive $124.00, in cash. The disposition or deemed disposition of such securities by the Reporting Persons pursuant to the Merger Agreement was exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F8 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Mgmt IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Deerfield Partners and Fund IV, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P., Deerfield Mgmt IV, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P. F9 · ownership.nature: 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, as amended, 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. Read SEC document |
| July 15, 2026 Filed Jul 17, 2026 19:27 UTC | Nuvalent, Inc. NUVL · Entity 29892 | Disposition to issuerClass A Common Stock | 8,299,225 | $124.00 | $1,029,103,900.00 |
DisclosureSEC source: 0001193805-26-000978 · e665657_4-nuvl.xml · nonDerivative · entry 1 Flynn James E · CIK 0001352546 · Director · 10% owner · Director by Deputization DEERFIELD MANAGEMENT COMPANY, L.P. · CIK 0001009258 · Director · 10% owner · Director by Deputization Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · 10% owner · Director by Deputization Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · Director · 10% owner · Director by Deputization DEERFIELD PARTNERS, L.P. · CIK 0001301041 · Director · 10% owner · Director by Deputization Deerfield Mgmt L.P. · CIK 0001010823 · Director · 10% owner · Director by Deputization Deerfield Mgmt IV, L.P. · CIK 0001713467 · Director · 10% owner · Director by Deputization Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · Director · 10% owner · Director by Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Private Design Fund IV, L.P. Disclosed balance after: 0 F1 · kind: Pursuant to the Agreement and Plan of Merger, dated June 9, 2026 (the "Merger Agreement"), by and among (i) the Issuer, (ii) GlaxoSmithKline LLC ("Parent"), (iii) Harmony Row Acquisition Co. ("Purchaser") and (iv) solely for purposes of Section 9.14 therein, GSK plc, upon the effective time of the merger contemplated thereby (the "Merger") each share of Class A Common Stock and each share of Class B Common Stock beneficially owned by the Reporting Persons was cancelled and converted into the right to receive $124.00, in cash. The disposition or deemed disposition of such securities by the Reporting Persons pursuant to the Merger Agreement was exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F1 · price: Pursuant to the Agreement and Plan of Merger, dated June 9, 2026 (the "Merger Agreement"), by and among (i) the Issuer, (ii) GlaxoSmithKline LLC ("Parent"), (iii) Harmony Row Acquisition Co. ("Purchaser") and (iv) solely for purposes of Section 9.14 therein, GSK plc, upon the effective time of the merger contemplated thereby (the "Merger") each share of Class A Common Stock and each share of Class B Common Stock beneficially owned by the Reporting Persons was cancelled and converted into the right to receive $124.00, in cash. The disposition or deemed disposition of such securities by the Reporting Persons pursuant to the Merger Agreement was exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F8 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Mgmt IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Deerfield Partners and Fund IV, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P., Deerfield Mgmt IV, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P. F9 · ownership.nature: 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, as amended, 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. Read SEC document |
| June 11, 2026 Filed Jun 12, 2026 00:07 UTC | Parabilis Medicines, Inc. PBLS · Entity 3933 | ConversionSeries D Preferred Stock · Derivative | 464,550 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001193805-26-000798 · e665575_4-pbls.xml · derivative · entry 16 Flynn James E · CIK 0001352546 · 10% owner · Possible Member of 10% Group Deerfield Mgmt HIF, L.P. · CIK 0001665736 · 10% owner · Possible Member of 10% Group DEERFIELD MANAGEMENT COMPANY, L.P. · CIK 0001009258 · 10% owner · Possible Member of 10% Group Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · 10% owner · Possible Member of 10% Group Deerfield Mgmt III, L.P. · CIK 0001610540 · 10% owner · Possible Member of 10% Group Deerfield Private Design Fund III, L.P. · CIK 0001603333 · 10% owner · Possible Member of 10% Group Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Healthcare Innovations Fund, L.P. Disclosed balance after: 0 Underlying: Voting Common Stock · 407,132 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F4 · derivative.exercise_price: Each share of Series D Preferred Stock automatically converted into approximately 0.8764 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026). F4 · price: Each share of Series D Preferred Stock automatically converted into approximately 0.8764 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026). F4 · derivative.exercise_date: Each share of Series D Preferred Stock automatically converted into approximately 0.8764 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026). F4 · derivative.expiration_date: Each share of Series D Preferred Stock automatically converted into approximately 0.8764 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026). F5 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. ("Deerfield Innovations" and together with Fund III, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. F6 · ownership.nature: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by each Fund is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, 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. Read SEC document |
| June 11, 2026 Filed Jun 12, 2026 00:07 UTC | Parabilis Medicines, Inc. PBLS · Entity 3933 | ConversionSeries D Preferred Stock · Derivative | 464,550 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001193805-26-000798 · e665575_4-pbls.xml · derivative · entry 15 Flynn James E · CIK 0001352546 · 10% owner · Possible Member of 10% Group Deerfield Mgmt HIF, L.P. · CIK 0001665736 · 10% owner · Possible Member of 10% Group DEERFIELD MANAGEMENT COMPANY, L.P. · CIK 0001009258 · 10% owner · Possible Member of 10% Group Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · 10% owner · Possible Member of 10% Group Deerfield Mgmt III, L.P. · CIK 0001610540 · 10% owner · Possible Member of 10% Group Deerfield Private Design Fund III, L.P. · CIK 0001603333 · 10% owner · Possible Member of 10% Group Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Private Design Fund III, L.P. Disclosed balance after: 0 Underlying: Voting Common Stock · 407,132 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F4 · derivative.exercise_price: Each share of Series D Preferred Stock automatically converted into approximately 0.8764 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026). F4 · price: Each share of Series D Preferred Stock automatically converted into approximately 0.8764 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026). F4 · derivative.exercise_date: Each share of Series D Preferred Stock automatically converted into approximately 0.8764 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026). F4 · derivative.expiration_date: Each share of Series D Preferred Stock automatically converted into approximately 0.8764 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026). F5 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. ("Deerfield Innovations" and together with Fund III, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. F6 · ownership.nature: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by each Fund is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, 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. Read SEC document |
| June 11, 2026 Filed Jun 12, 2026 00:07 UTC | Parabilis Medicines, Inc. PBLS · Entity 3933 | ConversionSeries C Preferred Stock · Derivative | 246,732 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001193805-26-000798 · e665575_4-pbls.xml · derivative · entry 14 Flynn James E · CIK 0001352546 · 10% owner · Possible Member of 10% Group Deerfield Mgmt HIF, L.P. · CIK 0001665736 · 10% owner · Possible Member of 10% Group DEERFIELD MANAGEMENT COMPANY, L.P. · CIK 0001009258 · 10% owner · Possible Member of 10% Group Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · 10% owner · Possible Member of 10% Group Deerfield Mgmt III, L.P. · CIK 0001610540 · 10% owner · Possible Member of 10% Group Deerfield Private Design Fund III, L.P. · CIK 0001603333 · 10% owner · Possible Member of 10% Group Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Healthcare Innovations Fund, L.P. Disclosed balance after: 0 Underlying: Voting Common Stock · 260,992 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F3 · derivative.exercise_price: Each share of Series C Preferred Stock automatically converted into approximately 1.0578 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026). F3 · price: Each share of Series C Preferred Stock automatically converted into approximately 1.0578 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026). F3 · derivative.exercise_date: Each share of Series C Preferred Stock automatically converted into approximately 1.0578 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026). F3 · derivative.expiration_date: Each share of Series C Preferred Stock automatically converted into approximately 1.0578 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026). F5 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. ("Deerfield Innovations" and together with Fund III, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. F6 · ownership.nature: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by each Fund is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, 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. Read SEC document |
| June 11, 2026 Filed Jun 12, 2026 00:07 UTC | Parabilis Medicines, Inc. PBLS · Entity 3933 | ConversionSeries C Preferred Stock · Derivative | 246,732 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001193805-26-000798 · e665575_4-pbls.xml · derivative · entry 13 Flynn James E · CIK 0001352546 · 10% owner · Possible Member of 10% Group Deerfield Mgmt HIF, L.P. · CIK 0001665736 · 10% owner · Possible Member of 10% Group DEERFIELD MANAGEMENT COMPANY, L.P. · CIK 0001009258 · 10% owner · Possible Member of 10% Group Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · 10% owner · Possible Member of 10% Group Deerfield Mgmt III, L.P. · CIK 0001610540 · 10% owner · Possible Member of 10% Group Deerfield Private Design Fund III, L.P. · CIK 0001603333 · 10% owner · Possible Member of 10% Group Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Private Design Fund III, L.P. Disclosed balance after: 0 Underlying: Voting Common Stock · 260,992 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F3 · derivative.exercise_price: Each share of Series C Preferred Stock automatically converted into approximately 1.0578 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026). F3 · price: Each share of Series C Preferred Stock automatically converted into approximately 1.0578 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026). F3 · derivative.exercise_date: Each share of Series C Preferred Stock automatically converted into approximately 1.0578 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026). F3 · derivative.expiration_date: Each share of Series C Preferred Stock automatically converted into approximately 1.0578 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026). F5 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. ("Deerfield Innovations" and together with Fund III, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. F6 · ownership.nature: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by each Fund is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, 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. Read SEC document |
| June 11, 2026 Filed Jun 12, 2026 00:07 UTC | Parabilis Medicines, Inc. PBLS · Entity 3933 | ConversionSeries B Preferred Stock · Derivative | 143,650 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001193805-26-000798 · e665575_4-pbls.xml · derivative · entry 12 Flynn James E · CIK 0001352546 · 10% owner · Possible Member of 10% Group Deerfield Mgmt HIF, L.P. · CIK 0001665736 · 10% owner · Possible Member of 10% Group DEERFIELD MANAGEMENT COMPANY, L.P. · CIK 0001009258 · 10% owner · Possible Member of 10% Group Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · 10% owner · Possible Member of 10% Group Deerfield Mgmt III, L.P. · CIK 0001610540 · 10% owner · Possible Member of 10% Group Deerfield Private Design Fund III, L.P. · CIK 0001603333 · 10% owner · Possible Member of 10% Group Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Healthcare Innovations Fund, L.P. Disclosed balance after: 0 Underlying: Voting Common Stock · 149,238 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · derivative.exercise_price: Each share of Series B Preferred Stock automatically converted into approximately 1.0389 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026). F2 · price: Each share of Series B Preferred Stock automatically converted into approximately 1.0389 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026). F2 · derivative.exercise_date: Each share of Series B Preferred Stock automatically converted into approximately 1.0389 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026). F2 · derivative.expiration_date: Each share of Series B Preferred Stock automatically converted into approximately 1.0389 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026). F5 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. ("Deerfield Innovations" and together with Fund III, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. F6 · ownership.nature: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by each Fund is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, 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. Read SEC document |
| June 11, 2026 Filed Jun 12, 2026 00:07 UTC | Parabilis Medicines, Inc. PBLS · Entity 3933 | ConversionSeries B Preferred Stock · Derivative | 143,650 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001193805-26-000798 · e665575_4-pbls.xml · derivative · entry 11 Flynn James E · CIK 0001352546 · 10% owner · Possible Member of 10% Group Deerfield Mgmt HIF, L.P. · CIK 0001665736 · 10% owner · Possible Member of 10% Group DEERFIELD MANAGEMENT COMPANY, L.P. · CIK 0001009258 · 10% owner · Possible Member of 10% Group Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · 10% owner · Possible Member of 10% Group Deerfield Mgmt III, L.P. · CIK 0001610540 · 10% owner · Possible Member of 10% Group Deerfield Private Design Fund III, L.P. · CIK 0001603333 · 10% owner · Possible Member of 10% Group Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Private Design Fund III, L.P. Disclosed balance after: 0 Underlying: Voting Common Stock · 149,238 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · derivative.exercise_price: Each share of Series B Preferred Stock automatically converted into approximately 1.0389 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026). F2 · price: Each share of Series B Preferred Stock automatically converted into approximately 1.0389 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026). F2 · derivative.exercise_date: Each share of Series B Preferred Stock automatically converted into approximately 1.0389 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026). F2 · derivative.expiration_date: Each share of Series B Preferred Stock automatically converted into approximately 1.0389 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026). F5 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. ("Deerfield Innovations" and together with Fund III, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. F6 · ownership.nature: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by each Fund is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, 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. Read SEC document |
| June 11, 2026 Filed Jun 12, 2026 00:07 UTC | Parabilis Medicines, Inc. PBLS · Entity 3933 | ConversionSeries A Preferred Stock · Derivative | 166,070 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001193805-26-000798 · e665575_4-pbls.xml · derivative · entry 10 Flynn James E · CIK 0001352546 · 10% owner · Possible Member of 10% Group Deerfield Mgmt HIF, L.P. · CIK 0001665736 · 10% owner · Possible Member of 10% Group DEERFIELD MANAGEMENT COMPANY, L.P. · CIK 0001009258 · 10% owner · Possible Member of 10% Group Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · 10% owner · Possible Member of 10% Group Deerfield Mgmt III, L.P. · CIK 0001610540 · 10% owner · Possible Member of 10% Group Deerfield Private Design Fund III, L.P. · CIK 0001603333 · 10% owner · Possible Member of 10% Group Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Healthcare Innovations Fund, L.P. Disclosed balance after: 0 Underlying: Voting Common Stock · 122,990 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · derivative.exercise_price: Each share of Series A Preferred Stock automatically converted into approximately 0.7406 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026). F1 · price: Each share of Series A Preferred Stock automatically converted into approximately 0.7406 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026). F1 · derivative.exercise_date: Each share of Series A Preferred Stock automatically converted into approximately 0.7406 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026). F1 · derivative.expiration_date: Each share of Series A Preferred Stock automatically converted into approximately 0.7406 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026). F5 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. ("Deerfield Innovations" and together with Fund III, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. F6 · ownership.nature: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by each Fund is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, 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. Read SEC document |
| June 11, 2026 Filed Jun 12, 2026 00:07 UTC | Parabilis Medicines, Inc. PBLS · Entity 3933 | ConversionSeries A Preferred Stock · Derivative | 166,070 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001193805-26-000798 · e665575_4-pbls.xml · derivative · entry 9 Flynn James E · CIK 0001352546 · 10% owner · Possible Member of 10% Group Deerfield Mgmt HIF, L.P. · CIK 0001665736 · 10% owner · Possible Member of 10% Group DEERFIELD MANAGEMENT COMPANY, L.P. · CIK 0001009258 · 10% owner · Possible Member of 10% Group Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · 10% owner · Possible Member of 10% Group Deerfield Mgmt III, L.P. · CIK 0001610540 · 10% owner · Possible Member of 10% Group Deerfield Private Design Fund III, L.P. · CIK 0001603333 · 10% owner · Possible Member of 10% Group Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Private Design Fund III, L.P. Disclosed balance after: 0 Underlying: Voting Common Stock · 122,990 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · derivative.exercise_price: Each share of Series A Preferred Stock automatically converted into approximately 0.7406 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026). F1 · price: Each share of Series A Preferred Stock automatically converted into approximately 0.7406 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026). F1 · derivative.exercise_date: Each share of Series A Preferred Stock automatically converted into approximately 0.7406 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026). F1 · derivative.expiration_date: Each share of Series A Preferred Stock automatically converted into approximately 0.7406 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026). F5 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. ("Deerfield Innovations" and together with Fund III, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. F6 · ownership.nature: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by each Fund is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, 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. Read SEC document |
| June 11, 2026 Filed Jun 12, 2026 00:07 UTC | Parabilis Medicines, Inc. PBLS · Entity 3933 | ConversionVoting Common Stock | 407,132 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001193805-26-000798 · e665575_4-pbls.xml · nonDerivative · entry 8 Flynn James E · CIK 0001352546 · 10% owner · Possible Member of 10% Group Deerfield Mgmt HIF, L.P. · CIK 0001665736 · 10% owner · Possible Member of 10% Group DEERFIELD MANAGEMENT COMPANY, L.P. · CIK 0001009258 · 10% owner · Possible Member of 10% Group Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · 10% owner · Possible Member of 10% Group Deerfield Mgmt III, L.P. · CIK 0001610540 · 10% owner · Possible Member of 10% Group Deerfield Private Design Fund III, L.P. · CIK 0001603333 · 10% owner · Possible Member of 10% Group Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Healthcare Innovations Fund, L.P. Disclosed balance after: 940,352 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F4 · price: Each share of Series D Preferred Stock automatically converted into approximately 0.8764 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026). F5 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. ("Deerfield Innovations" and together with Fund III, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. F6 · ownership.nature: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by each Fund is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, 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. Read SEC document |
| June 11, 2026 Filed Jun 12, 2026 00:07 UTC | Parabilis Medicines, Inc. PBLS · Entity 3933 | ConversionVoting Common Stock | 407,132 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001193805-26-000798 · e665575_4-pbls.xml · nonDerivative · entry 7 Flynn James E · CIK 0001352546 · 10% owner · Possible Member of 10% Group Deerfield Mgmt HIF, L.P. · CIK 0001665736 · 10% owner · Possible Member of 10% Group DEERFIELD MANAGEMENT COMPANY, L.P. · CIK 0001009258 · 10% owner · Possible Member of 10% Group Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · 10% owner · Possible Member of 10% Group Deerfield Mgmt III, L.P. · CIK 0001610540 · 10% owner · Possible Member of 10% Group Deerfield Private Design Fund III, L.P. · CIK 0001603333 · 10% owner · Possible Member of 10% Group Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Private Design Fund III, L.P. Disclosed balance after: 940,352 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F4 · price: Each share of Series D Preferred Stock automatically converted into approximately 0.8764 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026). F5 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. ("Deerfield Innovations" and together with Fund III, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. F6 · ownership.nature: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by each Fund is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, 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. Read SEC document |
| June 11, 2026 Filed Jun 12, 2026 00:07 UTC | Parabilis Medicines, Inc. PBLS · Entity 3933 | ConversionVoting Common Stock | 260,992 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001193805-26-000798 · e665575_4-pbls.xml · nonDerivative · entry 6 Flynn James E · CIK 0001352546 · 10% owner · Possible Member of 10% Group Deerfield Mgmt HIF, L.P. · CIK 0001665736 · 10% owner · Possible Member of 10% Group DEERFIELD MANAGEMENT COMPANY, L.P. · CIK 0001009258 · 10% owner · Possible Member of 10% Group Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · 10% owner · Possible Member of 10% Group Deerfield Mgmt III, L.P. · CIK 0001610540 · 10% owner · Possible Member of 10% Group Deerfield Private Design Fund III, L.P. · CIK 0001603333 · 10% owner · Possible Member of 10% Group Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Healthcare Innovations Fund, L.P. Disclosed balance after: 533,220 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F3 · price: Each share of Series C Preferred Stock automatically converted into approximately 1.0578 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026). F5 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. ("Deerfield Innovations" and together with Fund III, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. F6 · ownership.nature: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by each Fund is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, 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. Read SEC document |
| June 11, 2026 Filed Jun 12, 2026 00:07 UTC | Parabilis Medicines, Inc. PBLS · Entity 3933 | ConversionVoting Common Stock | 260,992 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001193805-26-000798 · e665575_4-pbls.xml · nonDerivative · entry 5 Flynn James E · CIK 0001352546 · 10% owner · Possible Member of 10% Group Deerfield Mgmt HIF, L.P. · CIK 0001665736 · 10% owner · Possible Member of 10% Group DEERFIELD MANAGEMENT COMPANY, L.P. · CIK 0001009258 · 10% owner · Possible Member of 10% Group Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · 10% owner · Possible Member of 10% Group Deerfield Mgmt III, L.P. · CIK 0001610540 · 10% owner · Possible Member of 10% Group Deerfield Private Design Fund III, L.P. · CIK 0001603333 · 10% owner · Possible Member of 10% Group Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Private Design Fund III, L.P. Disclosed balance after: 533,220 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F3 · price: Each share of Series C Preferred Stock automatically converted into approximately 1.0578 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026). F5 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. ("Deerfield Innovations" and together with Fund III, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. F6 · ownership.nature: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by each Fund is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, 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. Read SEC document |
| June 11, 2026 Filed Jun 12, 2026 00:07 UTC | Parabilis Medicines, Inc. PBLS · Entity 3933 | ConversionVoting Common Stock | 149,238 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001193805-26-000798 · e665575_4-pbls.xml · nonDerivative · entry 4 Flynn James E · CIK 0001352546 · 10% owner · Possible Member of 10% Group Deerfield Mgmt HIF, L.P. · CIK 0001665736 · 10% owner · Possible Member of 10% Group DEERFIELD MANAGEMENT COMPANY, L.P. · CIK 0001009258 · 10% owner · Possible Member of 10% Group Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · 10% owner · Possible Member of 10% Group Deerfield Mgmt III, L.P. · CIK 0001610540 · 10% owner · Possible Member of 10% Group Deerfield Private Design Fund III, L.P. · CIK 0001603333 · 10% owner · Possible Member of 10% Group Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Healthcare Innovations Fund, L.P. Disclosed balance after: 272,228 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · price: Each share of Series B Preferred Stock automatically converted into approximately 1.0389 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026). F5 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. ("Deerfield Innovations" and together with Fund III, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. F6 · ownership.nature: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by each Fund is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, 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. Read SEC document |
| June 11, 2026 Filed Jun 12, 2026 00:07 UTC | Parabilis Medicines, Inc. PBLS · Entity 3933 | ConversionVoting Common Stock | 149,238 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001193805-26-000798 · e665575_4-pbls.xml · nonDerivative · entry 3 Flynn James E · CIK 0001352546 · 10% owner · Possible Member of 10% Group Deerfield Mgmt HIF, L.P. · CIK 0001665736 · 10% owner · Possible Member of 10% Group DEERFIELD MANAGEMENT COMPANY, L.P. · CIK 0001009258 · 10% owner · Possible Member of 10% Group Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · 10% owner · Possible Member of 10% Group Deerfield Mgmt III, L.P. · CIK 0001610540 · 10% owner · Possible Member of 10% Group Deerfield Private Design Fund III, L.P. · CIK 0001603333 · 10% owner · Possible Member of 10% Group Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Private Design Fund III, L.P. Disclosed balance after: 272,228 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · price: Each share of Series B Preferred Stock automatically converted into approximately 1.0389 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026). F5 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. ("Deerfield Innovations" and together with Fund III, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. F6 · ownership.nature: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by each Fund is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, 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. Read SEC document |
| June 11, 2026 Filed Jun 12, 2026 00:07 UTC | Parabilis Medicines, Inc. PBLS · Entity 3933 | ConversionVoting Common Stock | 122,990 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001193805-26-000798 · e665575_4-pbls.xml · nonDerivative · entry 2 Flynn James E · CIK 0001352546 · 10% owner · Possible Member of 10% Group Deerfield Mgmt HIF, L.P. · CIK 0001665736 · 10% owner · Possible Member of 10% Group DEERFIELD MANAGEMENT COMPANY, L.P. · CIK 0001009258 · 10% owner · Possible Member of 10% Group Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · 10% owner · Possible Member of 10% Group Deerfield Mgmt III, L.P. · CIK 0001610540 · 10% owner · Possible Member of 10% Group Deerfield Private Design Fund III, L.P. · CIK 0001603333 · 10% owner · Possible Member of 10% Group Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Healthcare Innovations Fund, L.P. Disclosed balance after: 122,990 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · price: Each share of Series A Preferred Stock automatically converted into approximately 0.7406 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026). F5 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. ("Deerfield Innovations" and together with Fund III, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. F6 · ownership.nature: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by each Fund is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, 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. Read SEC document |
| June 11, 2026 Filed Jun 12, 2026 00:07 UTC | Parabilis Medicines, Inc. PBLS · Entity 3933 | ConversionVoting Common Stock | 122,990 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001193805-26-000798 · e665575_4-pbls.xml · nonDerivative · entry 1 Flynn James E · CIK 0001352546 · 10% owner · Possible Member of 10% Group Deerfield Mgmt HIF, L.P. · CIK 0001665736 · 10% owner · Possible Member of 10% Group DEERFIELD MANAGEMENT COMPANY, L.P. · CIK 0001009258 · 10% owner · Possible Member of 10% Group Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · 10% owner · Possible Member of 10% Group Deerfield Mgmt III, L.P. · CIK 0001610540 · 10% owner · Possible Member of 10% Group Deerfield Private Design Fund III, L.P. · CIK 0001603333 · 10% owner · Possible Member of 10% Group Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Private Design Fund III, L.P. Disclosed balance after: 122,990 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · price: Each share of Series A Preferred Stock automatically converted into approximately 0.7406 shares of the Issuer's voting common stock upon the closing of the Issuer's initial public offering (on an adjusted basis after giving effect to the 1-for-1.5389 reverse split of the Issuer's common stock effected by the Issuer on June 3, 2026). F5 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. ("Deerfield Innovations" and together with Fund III, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. F6 · ownership.nature: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by each Fund is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, 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. Read SEC document |
| February 27, 2026 Filed Mar 3, 2026 00:46 UTC | Larimar Therapeutics, Inc. LRMR · Entity 5634 | PurchaseCommon Stock | 2,000,000 | $5.00 | $10,000,000.00 |
DisclosureSEC source: 0001193805-26-000205 · e665206_4-larimar.xml · nonDerivative · entry 4 Flynn James E · CIK 0001352546 · Director · 10% owner · * Director by Deputization DEERFIELD MANAGEMENT COMPANY, L.P. · CIK 0001009258 · Director · 10% owner · * Director by Deputization Deerfield Mgmt III, L.P. · CIK 0001610540 · Director · 10% owner · * Director by Deputization Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · 10% owner · * Director by Deputization Deerfield Mgmt IV, L.P. · CIK 0001713467 · Director · 10% owner · * Director by Deputization Deerfield Mgmt L.P. · CIK 0001010823 · Director · 10% owner · * Director by Deputization Deerfield Private Design Fund III, L.P. · CIK 0001603333 · Director · 10% owner · * Director by Deputization Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · Director · 10% owner · * Director by Deputization Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · Director · 10% owner · * Director by Deputization DEERFIELD PARTNERS, L.P. · CIK 0001301041 · Director · 10% owner · * Director by Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Partners, L.P. Disclosed balance after: 6,207,982 F1 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. ("Deerfield HIF"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Management Company, L.P. is the investment manager of Deerfield Partners, L.P., Fund III, Fund IV and Deerfield HIF (collectively, the "Funds"). James E. Flynn is the sole manager of the general partner of each of Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P., Deerfield Mgmt HIF, L.P., Deerfield Mgmt, L.P. and Deerfield Management Company, L.P. F2 · ownership.nature: 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, as amended, 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. Read SEC document |
| February 27, 2026 Filed Mar 3, 2026 00:46 UTC | Larimar Therapeutics, Inc. LRMR · Entity 5634 | PurchaseCommon Stock | 831,978 | $5.00 | $4,159,890.00 |
DisclosureSEC source: 0001193805-26-000205 · e665206_4-larimar.xml · nonDerivative · entry 3 Flynn James E · CIK 0001352546 · Director · 10% owner · * Director by Deputization DEERFIELD MANAGEMENT COMPANY, L.P. · CIK 0001009258 · Director · 10% owner · * Director by Deputization Deerfield Mgmt III, L.P. · CIK 0001610540 · Director · 10% owner · * Director by Deputization Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · 10% owner · * Director by Deputization Deerfield Mgmt IV, L.P. · CIK 0001713467 · Director · 10% owner · * Director by Deputization Deerfield Mgmt L.P. · CIK 0001010823 · Director · 10% owner · * Director by Deputization Deerfield Private Design Fund III, L.P. · CIK 0001603333 · Director · 10% owner · * Director by Deputization Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · Director · 10% owner · * Director by Deputization Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · Director · 10% owner · * Director by Deputization DEERFIELD PARTNERS, L.P. · CIK 0001301041 · Director · 10% owner · * Director by Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Healthcare Innovations Fund, L.P. Disclosed balance after: 8,153,107 F1 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. ("Deerfield HIF"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Management Company, L.P. is the investment manager of Deerfield Partners, L.P., Fund III, Fund IV and Deerfield HIF (collectively, the "Funds"). James E. Flynn is the sole manager of the general partner of each of Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P., Deerfield Mgmt HIF, L.P., Deerfield Mgmt, L.P. and Deerfield Management Company, L.P. F2 · ownership.nature: 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, as amended, 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. Read SEC document |
| February 27, 2026 Filed Mar 3, 2026 00:46 UTC | Larimar Therapeutics, Inc. LRMR · Entity 5634 | PurchaseCommon Stock | 1,084,012 | $5.00 | $5,420,060.00 |
DisclosureSEC source: 0001193805-26-000205 · e665206_4-larimar.xml · nonDerivative · entry 2 Flynn James E · CIK 0001352546 · Director · 10% owner · * Director by Deputization DEERFIELD MANAGEMENT COMPANY, L.P. · CIK 0001009258 · Director · 10% owner · * Director by Deputization Deerfield Mgmt III, L.P. · CIK 0001610540 · Director · 10% owner · * Director by Deputization Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · 10% owner · * Director by Deputization Deerfield Mgmt IV, L.P. · CIK 0001713467 · Director · 10% owner · * Director by Deputization Deerfield Mgmt L.P. · CIK 0001010823 · Director · 10% owner · * Director by Deputization Deerfield Private Design Fund III, L.P. · CIK 0001603333 · Director · 10% owner · * Director by Deputization Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · Director · 10% owner · * Director by Deputization Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · Director · 10% owner · * Director by Deputization DEERFIELD PARTNERS, L.P. · CIK 0001301041 · Director · 10% owner · * Director by Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Private Design Fund IV, L.P. Disclosed balance after: 10,622,957 F1 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. ("Deerfield HIF"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Management Company, L.P. is the investment manager of Deerfield Partners, L.P., Fund III, Fund IV and Deerfield HIF (collectively, the "Funds"). James E. Flynn is the sole manager of the general partner of each of Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P., Deerfield Mgmt HIF, L.P., Deerfield Mgmt, L.P. and Deerfield Management Company, L.P. F2 · ownership.nature: 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, as amended, 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. Read SEC document |
| February 27, 2026 Filed Mar 3, 2026 00:46 UTC | Larimar Therapeutics, Inc. LRMR · Entity 5634 | PurchaseCommon Stock | 1,084,010 | $5.00 | $5,420,050.00 |
DisclosureSEC source: 0001193805-26-000205 · e665206_4-larimar.xml · nonDerivative · entry 1 Flynn James E · CIK 0001352546 · Director · 10% owner · * Director by Deputization DEERFIELD MANAGEMENT COMPANY, L.P. · CIK 0001009258 · Director · 10% owner · * Director by Deputization Deerfield Mgmt III, L.P. · CIK 0001610540 · Director · 10% owner · * Director by Deputization Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · 10% owner · * Director by Deputization Deerfield Mgmt IV, L.P. · CIK 0001713467 · Director · 10% owner · * Director by Deputization Deerfield Mgmt L.P. · CIK 0001010823 · Director · 10% owner · * Director by Deputization Deerfield Private Design Fund III, L.P. · CIK 0001603333 · Director · 10% owner · * Director by Deputization Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · Director · 10% owner · * Director by Deputization Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · Director · 10% owner · * Director by Deputization DEERFIELD PARTNERS, L.P. · CIK 0001301041 · Director · 10% owner · * Director by Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Private Design Fund III, L.P. Disclosed balance after: 10,622,928 F1 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. ("Deerfield HIF"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Management Company, L.P. is the investment manager of Deerfield Partners, L.P., Fund III, Fund IV and Deerfield HIF (collectively, the "Funds"). James E. Flynn is the sole manager of the general partner of each of Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P., Deerfield Mgmt HIF, L.P., Deerfield Mgmt, L.P. and Deerfield Management Company, L.P. F2 · ownership.nature: 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, as amended, 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. Read SEC document |
| November 24, 2025 Filed Nov 25, 2025 01:00 UTC | Nuvalent, Inc. NUVL · Entity 29892 | SaleClass A Common Stock | 371,287 | $95.45 | $35,437,487.72 |
DisclosureSEC source: 0001193805-25-001648 · e665003_4-nuvl.xml · nonDerivative · entry 2 Flynn James E · CIK 0001352546 · Director · 10% owner · Director by Deputization DEERFIELD MANAGEMENT COMPANY, L.P. · CIK 0001009258 · Director · 10% owner · Director by Deputization Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · 10% owner · Director by Deputization Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · Director · 10% owner · Director by Deputization DEERFIELD PARTNERS, L.P. · CIK 0001301041 · Director · 10% owner · Director by Deputization Deerfield Mgmt L.P. · CIK 0001010823 · Director · 10% owner · Director by Deputization Deerfield Mgmt IV, L.P. · CIK 0001713467 · Director · 10% owner · Director by Deputization Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · Director · 10% owner · Director by Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Healthcare Innovations Fund, L.P. Disclosed balance after: 8,299,225 F1 · price: The shares of Class A Common Stock were sold to underwriters pursuant to the exercise of the underwriters' option to purchase shares of Class A Common Stock from Deerfield Private Design Fund IV, L.P. and Deerfield Healthcare Innovations Fund, L.P., at a price per share of $95.445, to cover over-allotments in an underwritten public offering. The shares were sold to the public in the offering at a price of $101.00 per share. F2 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Mgmt IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Deerfield Partners and Fund IV, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P., Deerfield Mgmt IV, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P. F3 · ownership.nature: 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, as amended, 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. Read SEC document |
| November 24, 2025 Filed Nov 25, 2025 01:00 UTC | Nuvalent, Inc. NUVL · Entity 29892 | SaleClass A Common Stock | 371,287 | $95.45 | $35,437,487.72 |
DisclosureSEC source: 0001193805-25-001648 · e665003_4-nuvl.xml · nonDerivative · entry 1 Flynn James E · CIK 0001352546 · Director · 10% owner · Director by Deputization DEERFIELD MANAGEMENT COMPANY, L.P. · CIK 0001009258 · Director · 10% owner · Director by Deputization Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · 10% owner · Director by Deputization Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · Director · 10% owner · Director by Deputization DEERFIELD PARTNERS, L.P. · CIK 0001301041 · Director · 10% owner · Director by Deputization Deerfield Mgmt L.P. · CIK 0001010823 · Director · 10% owner · Director by Deputization Deerfield Mgmt IV, L.P. · CIK 0001713467 · Director · 10% owner · Director by Deputization Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · Director · 10% owner · Director by Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Private Design Fund IV, L.P. Disclosed balance after: 8,299,225 F1 · price: The shares of Class A Common Stock were sold to underwriters pursuant to the exercise of the underwriters' option to purchase shares of Class A Common Stock from Deerfield Private Design Fund IV, L.P. and Deerfield Healthcare Innovations Fund, L.P., at a price per share of $95.445, to cover over-allotments in an underwritten public offering. The shares were sold to the public in the offering at a price of $101.00 per share. F2 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Mgmt IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Deerfield Partners and Fund IV, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P., Deerfield Mgmt IV, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P. F3 · ownership.nature: 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, as amended, 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. Read SEC document |
| July 31, 2025 Filed Aug 4, 2025 22:28 UTC | Larimar Therapeutics, Inc. LRMR · Entity 5634 | PurchaseCommon Stock | 2,599,932 | $3.20 | $8,319,782.40 |
DisclosureSEC source: 0001193805-25-001155 · e664762_4-larimar.xml · nonDerivative · entry 3 Flynn James E · CIK 0001352546 · Director · 10% owner · * Director by Deputization DEERFIELD MANAGEMENT COMPANY, L.P. · CIK 0001009258 · Director · 10% owner · * Director by Deputization Deerfield Mgmt III, L.P. · CIK 0001610540 · Director · 10% owner · * Director by Deputization Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · 10% owner · * Director by Deputization Deerfield Mgmt IV, L.P. · CIK 0001713467 · Director · 10% owner · * Director by Deputization Deerfield Mgmt L.P. · CIK 0001010823 · Director · 10% owner · * Director by Deputization Deerfield Private Design Fund III, L.P. · CIK 0001603333 · Director · 10% owner · * Director by Deputization Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · Director · 10% owner · * Director by Deputization Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · Director · 10% owner · * Director by Deputization DEERFIELD PARTNERS, L.P. · CIK 0001301041 · Director · 10% owner · * Director by Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Healthcare Innovations Fund, L.P. Disclosed balance after: 7,321,129 F1 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. ("Deerfield HIF"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Management Company, L.P. is the investment manager of Deerfield Partners, L.P., Fund III, Fund IV and Deerfield HIF (collectively, the "Funds"). James E. Flynn is the sole manager of the general partner of each of Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P., Deerfield Mgmt HIF, L.P., Deerfield Mgmt, L.P. and Deerfield Management Company, L.P. F2 · ownership.nature: 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, as amended, 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. Read SEC document |
| July 31, 2025 Filed Aug 4, 2025 22:28 UTC | Larimar Therapeutics, Inc. LRMR · Entity 5634 | PurchaseCommon Stock | 3,387,539 | $3.20 | $10,840,124.80 |
DisclosureSEC source: 0001193805-25-001155 · e664762_4-larimar.xml · nonDerivative · entry 2 Flynn James E · CIK 0001352546 · Director · 10% owner · * Director by Deputization DEERFIELD MANAGEMENT COMPANY, L.P. · CIK 0001009258 · Director · 10% owner · * Director by Deputization Deerfield Mgmt III, L.P. · CIK 0001610540 · Director · 10% owner · * Director by Deputization Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · 10% owner · * Director by Deputization Deerfield Mgmt IV, L.P. · CIK 0001713467 · Director · 10% owner · * Director by Deputization Deerfield Mgmt L.P. · CIK 0001010823 · Director · 10% owner · * Director by Deputization Deerfield Private Design Fund III, L.P. · CIK 0001603333 · Director · 10% owner · * Director by Deputization Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · Director · 10% owner · * Director by Deputization Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · Director · 10% owner · * Director by Deputization DEERFIELD PARTNERS, L.P. · CIK 0001301041 · Director · 10% owner · * Director by Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Private Design Fund IV, L.P. Disclosed balance after: 9,538,945 F1 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. ("Deerfield HIF"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Management Company, L.P. is the investment manager of Deerfield Partners, L.P., Fund III, Fund IV and Deerfield HIF (collectively, the "Funds"). James E. Flynn is the sole manager of the general partner of each of Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P., Deerfield Mgmt HIF, L.P., Deerfield Mgmt, L.P. and Deerfield Management Company, L.P. F2 · ownership.nature: 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, as amended, 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. Read SEC document |
| July 31, 2025 Filed Aug 4, 2025 22:28 UTC | Larimar Therapeutics, Inc. LRMR · Entity 5634 | PurchaseCommon Stock | 3,387,529 | $3.20 | $10,840,092.80 |
DisclosureSEC source: 0001193805-25-001155 · e664762_4-larimar.xml · nonDerivative · entry 1 Flynn James E · CIK 0001352546 · Director · 10% owner · * Director by Deputization DEERFIELD MANAGEMENT COMPANY, L.P. · CIK 0001009258 · Director · 10% owner · * Director by Deputization Deerfield Mgmt III, L.P. · CIK 0001610540 · Director · 10% owner · * Director by Deputization Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · 10% owner · * Director by Deputization Deerfield Mgmt IV, L.P. · CIK 0001713467 · Director · 10% owner · * Director by Deputization Deerfield Mgmt L.P. · CIK 0001010823 · Director · 10% owner · * Director by Deputization Deerfield Private Design Fund III, L.P. · CIK 0001603333 · Director · 10% owner · * Director by Deputization Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · Director · 10% owner · * Director by Deputization Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · Director · 10% owner · * Director by Deputization DEERFIELD PARTNERS, L.P. · CIK 0001301041 · Director · 10% owner · * Director by Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Private Design Fund III, L.P. Disclosed balance after: 9,538,918 F1 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. ("Deerfield HIF"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Management Company, L.P. is the investment manager of Deerfield Partners, L.P., Fund III, Fund IV and Deerfield HIF (collectively, the "Funds"). James E. Flynn is the sole manager of the general partner of each of Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P., Deerfield Mgmt HIF, L.P., Deerfield Mgmt, L.P. and Deerfield Management Company, L.P. F2 · ownership.nature: 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, as amended, 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. Read SEC document |
| April 21, 2025 Filed Apr 23, 2025 21:49 UTC | Tessera Defense & Homeland Security Inc. PHGE · Entity 8384 | GrantWarrants · Derivative | 1,611,864 | Not disclosed Strike: $0.93 | Not disclosed |
DisclosureSEC source: 0001193805-25-000549 · e664432_4-biomx.xml · derivative · entry 2 Flynn James E · CIK 0001352546 · Director · *Director by Deputization DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · Director · *Director by Deputization Deerfield Mgmt V, L.P. · CIK 0001876688 · Director · *Director by Deputization Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · *Director by Deputization Deerfield Private Design Fund V, L.P. · CIK 0001815437 · Director · *Director by Deputization Deerfield Healthcare Innovations Fund II, L.P. · CIK 0001780064 · Director · *Director by Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Healthcare Innovations Fund II, L.P. Disclosed balance after: 1,611,864 Underlying: Common Stock · 1,611,864 shares Expires 2030-04-21 F1 · price: The reported Warrants were originally issued on February 27, 2025 pursuant to the Inducement Letter Agreement described in Footnote 1 to the Form 4 filed by the Reporting Persons on March 3, 2025, but such Warrants were not exercisable unless and until requisite approval of the Issuer's stockholder had been obtained. Such approval was obtained on April 21, 2025, whereupon the Warrants became exercisable in accordance with their terms. The acquisition or deemed acquisition of such securities and any shares of Common Stock that may be acquired upon exercise of such Warrants were exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F1 · derivative.exercise_date: The reported Warrants were originally issued on February 27, 2025 pursuant to the Inducement Letter Agreement described in Footnote 1 to the Form 4 filed by the Reporting Persons on March 3, 2025, but such Warrants were not exercisable unless and until requisite approval of the Issuer's stockholder had been obtained. Such approval was obtained on April 21, 2025, whereupon the Warrants became exercisable in accordance with their terms. The acquisition or deemed acquisition of such securities and any shares of Common Stock that may be acquired upon exercise of such Warrants were exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F2 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt V, L.P. is the general partner of Deerfield Private Design Fund V, L.P. ("DPD V"). Deerfield Mgmt HIF II, L.P. is the general partner of Deerfield Healthcare Innovations Fund II, L.P. ("HIF II" and, together with DPD V, the "Funds"). Deerfield Management Company, L.P. is the investment manager of each Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt V, L.P., Deerfield Mgmt HIF II, L.P. and Deerfield Management Company, L.P. F3 · ownership.nature: 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, as amended, 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. Read SEC document |
| April 21, 2025 Filed Apr 23, 2025 21:49 UTC | Tessera Defense & Homeland Security Inc. PHGE · Entity 8384 | GrantWarrants · Derivative | 1,611,864 | Not disclosed Strike: $0.93 | Not disclosed |
DisclosureSEC source: 0001193805-25-000549 · e664432_4-biomx.xml · derivative · entry 1 Flynn James E · CIK 0001352546 · Director · *Director by Deputization DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · Director · *Director by Deputization Deerfield Mgmt V, L.P. · CIK 0001876688 · Director · *Director by Deputization Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · *Director by Deputization Deerfield Private Design Fund V, L.P. · CIK 0001815437 · Director · *Director by Deputization Deerfield Healthcare Innovations Fund II, L.P. · CIK 0001780064 · Director · *Director by Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Private Design Fund V, L.P. Disclosed balance after: 1,611,864 Underlying: Common Stock · 1,611,864 shares Expires 2030-04-21 F1 · price: The reported Warrants were originally issued on February 27, 2025 pursuant to the Inducement Letter Agreement described in Footnote 1 to the Form 4 filed by the Reporting Persons on March 3, 2025, but such Warrants were not exercisable unless and until requisite approval of the Issuer's stockholder had been obtained. Such approval was obtained on April 21, 2025, whereupon the Warrants became exercisable in accordance with their terms. The acquisition or deemed acquisition of such securities and any shares of Common Stock that may be acquired upon exercise of such Warrants were exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F1 · derivative.exercise_date: The reported Warrants were originally issued on February 27, 2025 pursuant to the Inducement Letter Agreement described in Footnote 1 to the Form 4 filed by the Reporting Persons on March 3, 2025, but such Warrants were not exercisable unless and until requisite approval of the Issuer's stockholder had been obtained. Such approval was obtained on April 21, 2025, whereupon the Warrants became exercisable in accordance with their terms. The acquisition or deemed acquisition of such securities and any shares of Common Stock that may be acquired upon exercise of such Warrants were exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F2 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt V, L.P. is the general partner of Deerfield Private Design Fund V, L.P. ("DPD V"). Deerfield Mgmt HIF II, L.P. is the general partner of Deerfield Healthcare Innovations Fund II, L.P. ("HIF II" and, together with DPD V, the "Funds"). Deerfield Management Company, L.P. is the investment manager of each Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt V, L.P., Deerfield Mgmt HIF II, L.P. and Deerfield Management Company, L.P. F3 · ownership.nature: 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, as amended, 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. Read SEC document |
| February 27, 2025 Filed Mar 4, 2025 00:02 UTC | Tessera Defense & Homeland Security Inc. PHGE · Entity 8384 | GrantWarrants · Derivative | 1,258,614 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001193805-25-000258 · e664242_4-biomx.xml · derivative · entry 6 Flynn James E · CIK 0001352546 · Director · *Director by Deputization DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · Director · *Director by Deputization Deerfield Mgmt V, L.P. · CIK 0001876688 · Director · *Director by Deputization Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · *Director by Deputization Deerfield Private Design Fund V, L.P. · CIK 0001815437 · Director · *Director by Deputization Deerfield Healthcare Innovations Fund II, L.P. · CIK 0001780064 · Director · *Director by Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Healthcare Innovations Fund II, L.P. Disclosed balance after: 1,258,614 Underlying: Common Stock · 1,258,614 shares Expires not disclosed F6 · derivative.exercise_price: In connection with exercise of the Private Placement Warrants pursuant to the Inducement Letter Agreements, each Fund's Private Placement Warrant was amended and restated in respect of 1,258,614 of the underlying shares, to (i) reduce the exercise price from $2.311 per share to $0.0001 per share (in addition to $0.9305 per share that was pre-funded in connection with the exercise of the Private Placement Warrants pursuant to the Inducement Letter Agreements), (ii) extend the Expiration Date (as defined in the Private Placement Warrants) from 24 months after the initial exercisability date until such time that the Private Placement Warrants are exercised in full, and (iii) to remove from Section 4(b) such provisions as related to the Black-Scholes Value (as defined in the Private Placement Warrants) as related to any Fundamental Transactions (as defined in the Private Placement Warrants) undertaken by the Company. F1 · price: On February 27, 2025, each of Deerfield Private Design Fund V, L.P. ("DPD V") and Deerfield Healthcare Innovations Fund II, L.P. ("HIF II" and together with DPD V, the "Funds" and each a "Fund") exercised its Private Placement Warrant (as defined in the Form 4 filed by the Reporting Persons on July 9, 2024 with respect to the Issuer) for cash in respect of 1,611,864 shares of Common Stock (the "Exercise Shares"), pursuant to a letter agreement, dated as of February 25, 2025 (each an "Inducement Letter Agreement"), between such Fund and the Company. Pursuant to each Inducement Letter Agreement, each such exercise was effected at a reduced exercise price of $0.9306 per share in consideration for the issuance by the Company to such Fund of a new warrant (each, a "New Warrant") to purchase up to 1,611,864 shares of Common Stock (the "New Warrant Shares"). F2 · price: To the extent the exercise of a Private Placement Warrant in accordance with an Inducement Letter Agreement would otherwise have resulted in the issuance of a number of shares of Common Stock in excess of the number of shares of Common Stock that the Funds could acquire without exceeding the beneficial ownership limitations ("Beneficial Ownership Limitation") set forth in the Private Placement Warrants, pursuant to the Inducement Letter Agreement, on February 27, 202 (i) the Company issued to each Fund 353,249 shares of Common Stock (representing the maximum number of shares of Common Stock that each Fund was entitled to receive without exceeding the Beneficial Ownership Limitation), and (ii) in lieu of issuing the remaining 1,258,614 shares of Common Stock for which each Fund exercised its Private Placement Warrant, amended and restated the portion of the Private Placement Warrant exercisable for such excess shares as set forth in the Amended and Restated Warrant (as defined below). F6 · price: In connection with exercise of the Private Placement Warrants pursuant to the Inducement Letter Agreements, each Fund's Private Placement Warrant was amended and restated in respect of 1,258,614 of the underlying shares, to (i) reduce the exercise price from $2.311 per share to $0.0001 per share (in addition to $0.9305 per share that was pre-funded in connection with the exercise of the Private Placement Warrants pursuant to the Inducement Letter Agreements), (ii) extend the Expiration Date (as defined in the Private Placement Warrants) from 24 months after the initial exercisability date until such time that the Private Placement Warrants are exercised in full, and (iii) to remove from Section 4(b) such provisions as related to the Black-Scholes Value (as defined in the Private Placement Warrants) as related to any Fundamental Transactions (as defined in the Private Placement Warrants) undertaken by the Company. F6 · derivative.exercise_date: In connection with exercise of the Private Placement Warrants pursuant to the Inducement Letter Agreements, each Fund's Private Placement Warrant was amended and restated in respect of 1,258,614 of the underlying shares, to (i) reduce the exercise price from $2.311 per share to $0.0001 per share (in addition to $0.9305 per share that was pre-funded in connection with the exercise of the Private Placement Warrants pursuant to the Inducement Letter Agreements), (ii) extend the Expiration Date (as defined in the Private Placement Warrants) from 24 months after the initial exercisability date until such time that the Private Placement Warrants are exercised in full, and (iii) to remove from Section 4(b) such provisions as related to the Black-Scholes Value (as defined in the Private Placement Warrants) as related to any Fundamental Transactions (as defined in the Private Placement Warrants) undertaken by the Company. F6 · derivative.expiration_date: In connection with exercise of the Private Placement Warrants pursuant to the Inducement Letter Agreements, each Fund's Private Placement Warrant was amended and restated in respect of 1,258,614 of the underlying shares, to (i) reduce the exercise price from $2.311 per share to $0.0001 per share (in addition to $0.9305 per share that was pre-funded in connection with the exercise of the Private Placement Warrants pursuant to the Inducement Letter Agreements), (ii) extend the Expiration Date (as defined in the Private Placement Warrants) from 24 months after the initial exercisability date until such time that the Private Placement Warrants are exercised in full, and (iii) to remove from Section 4(b) such provisions as related to the Black-Scholes Value (as defined in the Private Placement Warrants) as related to any Fundamental Transactions (as defined in the Private Placement Warrants) undertaken by the Company. F3 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt V, L.P. is the general partner of DPD V. Deerfield Mgmt HIF II, L.P. is the general partner of HIF II. Deerfield Management Company, L.P. is the investment manager of each Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt V, L.P., Deerfield Mgmt HIF II, L.P. and Deerfield Management Company, L.P. The New Warrants have an exercise price of $0.9306 per share and have a five-year term commencing on the date the New Warrants become exercisable (if at all). The New Warrants are not currently exercisable and will not become exercisable unless and until requisite stockholder approval is obtained. Accordingly, the New Warrants are not reported herein. F4 · ownership.nature: 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, as amended, 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. Read SEC document |
| February 27, 2025 Filed Mar 4, 2025 00:02 UTC | Tessera Defense & Homeland Security Inc. PHGE · Entity 8384 | GrantWarrants · Derivative | 1,258,614 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001193805-25-000258 · e664242_4-biomx.xml · derivative · entry 5 Flynn James E · CIK 0001352546 · Director · *Director by Deputization DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · Director · *Director by Deputization Deerfield Mgmt V, L.P. · CIK 0001876688 · Director · *Director by Deputization Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · *Director by Deputization Deerfield Private Design Fund V, L.P. · CIK 0001815437 · Director · *Director by Deputization Deerfield Healthcare Innovations Fund II, L.P. · CIK 0001780064 · Director · *Director by Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Private Design Fund V, L.P. Disclosed balance after: 1,258,614 Underlying: Common Stock · 1,258,614 shares Expires not disclosed F6 · derivative.exercise_price: In connection with exercise of the Private Placement Warrants pursuant to the Inducement Letter Agreements, each Fund's Private Placement Warrant was amended and restated in respect of 1,258,614 of the underlying shares, to (i) reduce the exercise price from $2.311 per share to $0.0001 per share (in addition to $0.9305 per share that was pre-funded in connection with the exercise of the Private Placement Warrants pursuant to the Inducement Letter Agreements), (ii) extend the Expiration Date (as defined in the Private Placement Warrants) from 24 months after the initial exercisability date until such time that the Private Placement Warrants are exercised in full, and (iii) to remove from Section 4(b) such provisions as related to the Black-Scholes Value (as defined in the Private Placement Warrants) as related to any Fundamental Transactions (as defined in the Private Placement Warrants) undertaken by the Company. F1 · price: On February 27, 2025, each of Deerfield Private Design Fund V, L.P. ("DPD V") and Deerfield Healthcare Innovations Fund II, L.P. ("HIF II" and together with DPD V, the "Funds" and each a "Fund") exercised its Private Placement Warrant (as defined in the Form 4 filed by the Reporting Persons on July 9, 2024 with respect to the Issuer) for cash in respect of 1,611,864 shares of Common Stock (the "Exercise Shares"), pursuant to a letter agreement, dated as of February 25, 2025 (each an "Inducement Letter Agreement"), between such Fund and the Company. Pursuant to each Inducement Letter Agreement, each such exercise was effected at a reduced exercise price of $0.9306 per share in consideration for the issuance by the Company to such Fund of a new warrant (each, a "New Warrant") to purchase up to 1,611,864 shares of Common Stock (the "New Warrant Shares"). F2 · price: To the extent the exercise of a Private Placement Warrant in accordance with an Inducement Letter Agreement would otherwise have resulted in the issuance of a number of shares of Common Stock in excess of the number of shares of Common Stock that the Funds could acquire without exceeding the beneficial ownership limitations ("Beneficial Ownership Limitation") set forth in the Private Placement Warrants, pursuant to the Inducement Letter Agreement, on February 27, 202 (i) the Company issued to each Fund 353,249 shares of Common Stock (representing the maximum number of shares of Common Stock that each Fund was entitled to receive without exceeding the Beneficial Ownership Limitation), and (ii) in lieu of issuing the remaining 1,258,614 shares of Common Stock for which each Fund exercised its Private Placement Warrant, amended and restated the portion of the Private Placement Warrant exercisable for such excess shares as set forth in the Amended and Restated Warrant (as defined below). F6 · price: In connection with exercise of the Private Placement Warrants pursuant to the Inducement Letter Agreements, each Fund's Private Placement Warrant was amended and restated in respect of 1,258,614 of the underlying shares, to (i) reduce the exercise price from $2.311 per share to $0.0001 per share (in addition to $0.9305 per share that was pre-funded in connection with the exercise of the Private Placement Warrants pursuant to the Inducement Letter Agreements), (ii) extend the Expiration Date (as defined in the Private Placement Warrants) from 24 months after the initial exercisability date until such time that the Private Placement Warrants are exercised in full, and (iii) to remove from Section 4(b) such provisions as related to the Black-Scholes Value (as defined in the Private Placement Warrants) as related to any Fundamental Transactions (as defined in the Private Placement Warrants) undertaken by the Company. F6 · derivative.exercise_date: In connection with exercise of the Private Placement Warrants pursuant to the Inducement Letter Agreements, each Fund's Private Placement Warrant was amended and restated in respect of 1,258,614 of the underlying shares, to (i) reduce the exercise price from $2.311 per share to $0.0001 per share (in addition to $0.9305 per share that was pre-funded in connection with the exercise of the Private Placement Warrants pursuant to the Inducement Letter Agreements), (ii) extend the Expiration Date (as defined in the Private Placement Warrants) from 24 months after the initial exercisability date until such time that the Private Placement Warrants are exercised in full, and (iii) to remove from Section 4(b) such provisions as related to the Black-Scholes Value (as defined in the Private Placement Warrants) as related to any Fundamental Transactions (as defined in the Private Placement Warrants) undertaken by the Company. F6 · derivative.expiration_date: In connection with exercise of the Private Placement Warrants pursuant to the Inducement Letter Agreements, each Fund's Private Placement Warrant was amended and restated in respect of 1,258,614 of the underlying shares, to (i) reduce the exercise price from $2.311 per share to $0.0001 per share (in addition to $0.9305 per share that was pre-funded in connection with the exercise of the Private Placement Warrants pursuant to the Inducement Letter Agreements), (ii) extend the Expiration Date (as defined in the Private Placement Warrants) from 24 months after the initial exercisability date until such time that the Private Placement Warrants are exercised in full, and (iii) to remove from Section 4(b) such provisions as related to the Black-Scholes Value (as defined in the Private Placement Warrants) as related to any Fundamental Transactions (as defined in the Private Placement Warrants) undertaken by the Company. F3 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt V, L.P. is the general partner of DPD V. Deerfield Mgmt HIF II, L.P. is the general partner of HIF II. Deerfield Management Company, L.P. is the investment manager of each Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt V, L.P., Deerfield Mgmt HIF II, L.P. and Deerfield Management Company, L.P. The New Warrants have an exercise price of $0.9306 per share and have a five-year term commencing on the date the New Warrants become exercisable (if at all). The New Warrants are not currently exercisable and will not become exercisable unless and until requisite stockholder approval is obtained. Accordingly, the New Warrants are not reported herein. F4 · ownership.nature: 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, as amended, 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. Read SEC document |
| February 27, 2025 Filed Mar 4, 2025 00:02 UTC | Tessera Defense & Homeland Security Inc. PHGE · Entity 8384 | Exercise / conversionWarrants · Derivative | 1,611,863 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001193805-25-000258 · e664242_4-biomx.xml · derivative · entry 4 Flynn James E · CIK 0001352546 · Director · *Director by Deputization DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · Director · *Director by Deputization Deerfield Mgmt V, L.P. · CIK 0001876688 · Director · *Director by Deputization Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · *Director by Deputization Deerfield Private Design Fund V, L.P. · CIK 0001815437 · Director · *Director by Deputization Deerfield Healthcare Innovations Fund II, L.P. · CIK 0001780064 · Director · *Director by Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Healthcare Innovations Fund II, L.P. Disclosed balance after: 405,637 Underlying: Common Stock · 1,611,863 shares Expires 2026-07-09 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · derivative.exercise_price: On February 27, 2025, each of Deerfield Private Design Fund V, L.P. ("DPD V") and Deerfield Healthcare Innovations Fund II, L.P. ("HIF II" and together with DPD V, the "Funds" and each a "Fund") exercised its Private Placement Warrant (as defined in the Form 4 filed by the Reporting Persons on July 9, 2024 with respect to the Issuer) for cash in respect of 1,611,864 shares of Common Stock (the "Exercise Shares"), pursuant to a letter agreement, dated as of February 25, 2025 (each an "Inducement Letter Agreement"), between such Fund and the Company. Pursuant to each Inducement Letter Agreement, each such exercise was effected at a reduced exercise price of $0.9306 per share in consideration for the issuance by the Company to such Fund of a new warrant (each, a "New Warrant") to purchase up to 1,611,864 shares of Common Stock (the "New Warrant Shares"). F2 · derivative.exercise_price: To the extent the exercise of a Private Placement Warrant in accordance with an Inducement Letter Agreement would otherwise have resulted in the issuance of a number of shares of Common Stock in excess of the number of shares of Common Stock that the Funds could acquire without exceeding the beneficial ownership limitations ("Beneficial Ownership Limitation") set forth in the Private Placement Warrants, pursuant to the Inducement Letter Agreement, on February 27, 202 (i) the Company issued to each Fund 353,249 shares of Common Stock (representing the maximum number of shares of Common Stock that each Fund was entitled to receive without exceeding the Beneficial Ownership Limitation), and (ii) in lieu of issuing the remaining 1,258,614 shares of Common Stock for which each Fund exercised its Private Placement Warrant, amended and restated the portion of the Private Placement Warrant exercisable for such excess shares as set forth in the Amended and Restated Warrant (as defined below). F1 · price: On February 27, 2025, each of Deerfield Private Design Fund V, L.P. ("DPD V") and Deerfield Healthcare Innovations Fund II, L.P. ("HIF II" and together with DPD V, the "Funds" and each a "Fund") exercised its Private Placement Warrant (as defined in the Form 4 filed by the Reporting Persons on July 9, 2024 with respect to the Issuer) for cash in respect of 1,611,864 shares of Common Stock (the "Exercise Shares"), pursuant to a letter agreement, dated as of February 25, 2025 (each an "Inducement Letter Agreement"), between such Fund and the Company. Pursuant to each Inducement Letter Agreement, each such exercise was effected at a reduced exercise price of $0.9306 per share in consideration for the issuance by the Company to such Fund of a new warrant (each, a "New Warrant") to purchase up to 1,611,864 shares of Common Stock (the "New Warrant Shares"). F5 · balance_after: The unexercised portion of each Private Placement Warrant held by a Fund was not amended in connection with the transactions reported herein and remains exercisable for $2.311 per share upon the terms, and subject to the conditions, set forth therein. F3 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt V, L.P. is the general partner of DPD V. Deerfield Mgmt HIF II, L.P. is the general partner of HIF II. Deerfield Management Company, L.P. is the investment manager of each Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt V, L.P., Deerfield Mgmt HIF II, L.P. and Deerfield Management Company, L.P. The New Warrants have an exercise price of $0.9306 per share and have a five-year term commencing on the date the New Warrants become exercisable (if at all). The New Warrants are not currently exercisable and will not become exercisable unless and until requisite stockholder approval is obtained. Accordingly, the New Warrants are not reported herein. F4 · ownership.nature: 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, as amended, 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. Read SEC document |
| February 27, 2025 Filed Mar 4, 2025 00:02 UTC | Tessera Defense & Homeland Security Inc. PHGE · Entity 8384 | Exercise / conversionWarrants · Derivative | 1,611,863 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001193805-25-000258 · e664242_4-biomx.xml · derivative · entry 3 Flynn James E · CIK 0001352546 · Director · *Director by Deputization DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · Director · *Director by Deputization Deerfield Mgmt V, L.P. · CIK 0001876688 · Director · *Director by Deputization Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · *Director by Deputization Deerfield Private Design Fund V, L.P. · CIK 0001815437 · Director · *Director by Deputization Deerfield Healthcare Innovations Fund II, L.P. · CIK 0001780064 · Director · *Director by Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Private Design Fund V, L.P. Disclosed balance after: 405,637 Underlying: Common Stock · 1,611,863 shares Expires 2026-07-09 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · derivative.exercise_price: On February 27, 2025, each of Deerfield Private Design Fund V, L.P. ("DPD V") and Deerfield Healthcare Innovations Fund II, L.P. ("HIF II" and together with DPD V, the "Funds" and each a "Fund") exercised its Private Placement Warrant (as defined in the Form 4 filed by the Reporting Persons on July 9, 2024 with respect to the Issuer) for cash in respect of 1,611,864 shares of Common Stock (the "Exercise Shares"), pursuant to a letter agreement, dated as of February 25, 2025 (each an "Inducement Letter Agreement"), between such Fund and the Company. Pursuant to each Inducement Letter Agreement, each such exercise was effected at a reduced exercise price of $0.9306 per share in consideration for the issuance by the Company to such Fund of a new warrant (each, a "New Warrant") to purchase up to 1,611,864 shares of Common Stock (the "New Warrant Shares"). F2 · derivative.exercise_price: To the extent the exercise of a Private Placement Warrant in accordance with an Inducement Letter Agreement would otherwise have resulted in the issuance of a number of shares of Common Stock in excess of the number of shares of Common Stock that the Funds could acquire without exceeding the beneficial ownership limitations ("Beneficial Ownership Limitation") set forth in the Private Placement Warrants, pursuant to the Inducement Letter Agreement, on February 27, 202 (i) the Company issued to each Fund 353,249 shares of Common Stock (representing the maximum number of shares of Common Stock that each Fund was entitled to receive without exceeding the Beneficial Ownership Limitation), and (ii) in lieu of issuing the remaining 1,258,614 shares of Common Stock for which each Fund exercised its Private Placement Warrant, amended and restated the portion of the Private Placement Warrant exercisable for such excess shares as set forth in the Amended and Restated Warrant (as defined below). F1 · price: On February 27, 2025, each of Deerfield Private Design Fund V, L.P. ("DPD V") and Deerfield Healthcare Innovations Fund II, L.P. ("HIF II" and together with DPD V, the "Funds" and each a "Fund") exercised its Private Placement Warrant (as defined in the Form 4 filed by the Reporting Persons on July 9, 2024 with respect to the Issuer) for cash in respect of 1,611,864 shares of Common Stock (the "Exercise Shares"), pursuant to a letter agreement, dated as of February 25, 2025 (each an "Inducement Letter Agreement"), between such Fund and the Company. Pursuant to each Inducement Letter Agreement, each such exercise was effected at a reduced exercise price of $0.9306 per share in consideration for the issuance by the Company to such Fund of a new warrant (each, a "New Warrant") to purchase up to 1,611,864 shares of Common Stock (the "New Warrant Shares"). F5 · balance_after: The unexercised portion of each Private Placement Warrant held by a Fund was not amended in connection with the transactions reported herein and remains exercisable for $2.311 per share upon the terms, and subject to the conditions, set forth therein. F3 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt V, L.P. is the general partner of DPD V. Deerfield Mgmt HIF II, L.P. is the general partner of HIF II. Deerfield Management Company, L.P. is the investment manager of each Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt V, L.P., Deerfield Mgmt HIF II, L.P. and Deerfield Management Company, L.P. The New Warrants have an exercise price of $0.9306 per share and have a five-year term commencing on the date the New Warrants become exercisable (if at all). The New Warrants are not currently exercisable and will not become exercisable unless and until requisite stockholder approval is obtained. Accordingly, the New Warrants are not reported herein. F4 · ownership.nature: 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, as amended, 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. Read SEC document |
| February 27, 2025 Filed Mar 4, 2025 00:02 UTC | Tessera Defense & Homeland Security Inc. PHGE · Entity 8384 | Exercise / conversionCommon Stock | 353,249 | $0.93 | $328,733.52 |
DisclosureSEC source: 0001193805-25-000258 · e664242_4-biomx.xml · nonDerivative · entry 2 Flynn James E · CIK 0001352546 · Director · *Director by Deputization DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · Director · *Director by Deputization Deerfield Mgmt V, L.P. · CIK 0001876688 · Director · *Director by Deputization Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · *Director by Deputization Deerfield Private Design Fund V, L.P. · CIK 0001815437 · Director · *Director by Deputization Deerfield Healthcare Innovations Fund II, L.P. · CIK 0001780064 · Director · *Director by Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Healthcare Innovations Fund II, L.P. Disclosed balance after: 1,247,054 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · kind: On February 27, 2025, each of Deerfield Private Design Fund V, L.P. ("DPD V") and Deerfield Healthcare Innovations Fund II, L.P. ("HIF II" and together with DPD V, the "Funds" and each a "Fund") exercised its Private Placement Warrant (as defined in the Form 4 filed by the Reporting Persons on July 9, 2024 with respect to the Issuer) for cash in respect of 1,611,864 shares of Common Stock (the "Exercise Shares"), pursuant to a letter agreement, dated as of February 25, 2025 (each an "Inducement Letter Agreement"), between such Fund and the Company. Pursuant to each Inducement Letter Agreement, each such exercise was effected at a reduced exercise price of $0.9306 per share in consideration for the issuance by the Company to such Fund of a new warrant (each, a "New Warrant") to purchase up to 1,611,864 shares of Common Stock (the "New Warrant Shares"). F2 · kind: To the extent the exercise of a Private Placement Warrant in accordance with an Inducement Letter Agreement would otherwise have resulted in the issuance of a number of shares of Common Stock in excess of the number of shares of Common Stock that the Funds could acquire without exceeding the beneficial ownership limitations ("Beneficial Ownership Limitation") set forth in the Private Placement Warrants, pursuant to the Inducement Letter Agreement, on February 27, 202 (i) the Company issued to each Fund 353,249 shares of Common Stock (representing the maximum number of shares of Common Stock that each Fund was entitled to receive without exceeding the Beneficial Ownership Limitation), and (ii) in lieu of issuing the remaining 1,258,614 shares of Common Stock for which each Fund exercised its Private Placement Warrant, amended and restated the portion of the Private Placement Warrant exercisable for such excess shares as set forth in the Amended and Restated Warrant (as defined below). F3 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt V, L.P. is the general partner of DPD V. Deerfield Mgmt HIF II, L.P. is the general partner of HIF II. Deerfield Management Company, L.P. is the investment manager of each Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt V, L.P., Deerfield Mgmt HIF II, L.P. and Deerfield Management Company, L.P. The New Warrants have an exercise price of $0.9306 per share and have a five-year term commencing on the date the New Warrants become exercisable (if at all). The New Warrants are not currently exercisable and will not become exercisable unless and until requisite stockholder approval is obtained. Accordingly, the New Warrants are not reported herein. F4 · ownership.nature: 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, as amended, 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. Read SEC document |
Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.