TapewireFind a company

person · Reporting owner

Deerfield Healthcare Innovations Fund, L.P.

Disclosed activity across 7 companies

Tapewire entity
29896
SEC CIK
0001646981

Export transaction history ↓

Reported relationships

Latest disclosed role at each company.

CompanyLast reported asReport datePublished
CalciMedica, Inc.GRAY · Entity 780410% owner · *Possible Member of 10% GroupSeptember 29, 2020October 01, 2020
Larimar Therapeutics, Inc.LRMR · Entity 5634Director · 10% owner · * Director by DeputizationFebruary 27, 2026March 03, 2026

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.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeIndirectThrough 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 rows

Row 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-derivativeIndirectThrough 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 rows

Row 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-derivativeIndirectThrough 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 rows

Row 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 securityIndirectThrough 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 row

Row 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 securityIndirectThrough 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 row

Row 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 securityIndirectThrough 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 row

Row 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 securityIndirectThrough 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 row

Row 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 securityIndirectThrough 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 row

Row 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.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeIndirectThrough 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 row

Row 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-derivativeIndirectThrough 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 row

Row 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-derivativeIndirectThrough 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 row

Row 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-derivativeIndirectThrough 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 row

Row 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.

Past disclosures · reporting ended (5)

No longer tracked through insider filings. These historical balances do not imply present ownership or a zero position.

Section 16 reporting ended · disclosed 2022-06-08. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeIndirectThrough 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 rows

Row 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-derivativeIndirectThrough 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 rows

Row 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.

Section 16 reporting ended · disclosed 2026-07-17. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Class A Common StockSEC Table I · non-derivativeIndirectThrough 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 row

Row 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-derivativeIndirectThrough 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 row

Row 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-derivativeIndirectThrough 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 row

Row 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-derivativeIndirectThrough 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 row

Row 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-derivativeIndirectThrough 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 row

Row 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-derivativeIndirectThrough 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 row

Row 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 securityIndirectThrough 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 row

Row 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 securityIndirectThrough 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 row

Row 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 2031-07-28IndirectThrough 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 row

Row 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 2031-07-28IndirectThrough 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 row

Row 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 2032-06-16IndirectThrough 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 row

Row 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 2032-06-16IndirectThrough 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 row

Row 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 2033-06-15IndirectThrough 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 row

Row 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 2033-06-15IndirectThrough 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 row

Row 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 2034-06-12IndirectThrough 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 row

Row 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 2034-06-12IndirectThrough 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 row

Row 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 2035-06-18IndirectThrough 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 row

Row 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 2035-06-18IndirectThrough 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 row

Row 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.

Section 16 reporting ended · disclosed 2022-12-31. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeIndirectThrough 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 rows

Row 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-derivativeIndirectThrough 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 rows

Row 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-derivativeIndirectThrough 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 rows

Row 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.

Section 16 reporting ended · disclosed 2026-06-12. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Voting Common StockSEC Table I · non-derivativeIndirectThrough 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 rows

Row 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-derivativeIndirectThrough 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 rows

Row 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 securityIndirectThrough 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 row

Row 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 securityIndirectThrough 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 row

Row 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 securityIndirectThrough 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 row

Row 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 securityIndirectThrough 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 row

Row 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 securityIndirectThrough 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 row

Row 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 securityIndirectThrough 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 row

Row 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 securityIndirectThrough 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 row

Row 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 securityIndirectThrough 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 row

Row 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.

Section 16 reporting ended · disclosed 2020-01-31. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeIndirectThrough 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 rows

Row 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-derivativeIndirectThrough 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 row

Row 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-derivativeIndirectThrough 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 row

Row 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 API
Reset

Purchases/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 dateCompanyActivity / securityShares / unitsReported priceReported valueDetails
December 30, 2022 Filed Dec 31, 2022 00:16 UTC Oncorus, Inc. ONCR · Entity 112213 SaleCommon Stock 61,826 $0.27 $16,693.02
Disclosure

SEC source: 0001193805-22-001817 · e618175_4-oncorus.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. (SERIES C) · 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 L.P. · CIK 0001010823 · 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

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · Possible Member of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Healthcare Innovations Fund, L.P.

Disclosed balance after: 1,156,309

F3 · price: 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 · 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, 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 · 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
December 29, 2022 Filed Dec 31, 2022 00:16 UTC Oncorus, Inc. ONCR · Entity 112213 SaleCommon Stock 15,538 $0.26 $4,039.88
Disclosure

SEC source: 0001193805-22-001817 · e618175_4-oncorus.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. (SERIES C) · 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 L.P. · CIK 0001010823 · 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

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · Possible Member of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Partners, L.P.

Disclosed balance after: 299,917

F2 · price: 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 · 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, 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 · 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
December 29, 2022 Filed Dec 31, 2022 00:16 UTC Oncorus, Inc. ONCR · Entity 112213 SaleCommon Stock 63,108 $0.26 $16,408.08
Disclosure

SEC source: 0001193805-22-001817 · e618175_4-oncorus.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. (SERIES C) · 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 L.P. · CIK 0001010823 · 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

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · Possible Member of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Private Design Fund III, L.P.

Disclosed balance after: 1,218,134

F2 · price: 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 · 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, 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 · 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
December 29, 2022 Filed Dec 31, 2022 00:16 UTC Oncorus, Inc. ONCR · Entity 112213 SaleCommon Stock 63,107 $0.26 $16,407.82
Disclosure

SEC source: 0001193805-22-001817 · e618175_4-oncorus.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. (SERIES C) · 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 L.P. · CIK 0001010823 · 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

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · Possible Member of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Healthcare Innovations Fund, L.P.

Disclosed balance after: 1,218,135

F2 · price: 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 · 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, 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 · 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
December 28, 2022 Filed Dec 31, 2022 00:16 UTC Oncorus, Inc. ONCR · Entity 112213 SaleCommon Stock 6,096 $0.25 $1,524.00
Disclosure

SEC source: 0001193805-22-001817 · e618175_4-oncorus.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. (SERIES C) · 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 L.P. · CIK 0001010823 · 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

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · Possible Member of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Partners, L.P.

Disclosed balance after: 315,455

F1 · price: 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 · 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, 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 · 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
December 28, 2022 Filed Dec 31, 2022 00:16 UTC Oncorus, Inc. ONCR · Entity 112213 SaleCommon Stock 24,757 $0.25 $6,189.25
Disclosure

SEC source: 0001193805-22-001817 · e618175_4-oncorus.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. (SERIES C) · 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 L.P. · CIK 0001010823 · 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

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · Possible Member of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Private Design Fund III, L.P.

Disclosed balance after: 1,281,242

F1 · price: 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 · 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, 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 · 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
December 28, 2022 Filed Dec 31, 2022 00:16 UTC Oncorus, Inc. ONCR · Entity 112213 SaleCommon Stock 24,757 $0.25 $6,189.25
Disclosure

SEC source: 0001193805-22-001817 · e618175_4-oncorus.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. (SERIES C) · 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 L.P. · CIK 0001010823 · 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

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · Possible Member of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Healthcare Innovations Fund, L.P.

Disclosed balance after: 1,281,242

F1 · price: 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 · 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, 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 · 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
December 27, 2022 Filed Dec 27, 2022 23:33 UTC Oncorus, Inc. ONCR · Entity 112213 SaleCommon Stock 7,136 $0.27 $1,926.72
Disclosure

SEC source: 0001193805-22-001793 · e618164_4-oncorus.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. (SERIES C) · 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 L.P. · CIK 0001010823 · 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

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · Possible Member of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Partners, L.P.

Disclosed balance after: 321,551

F2 · price: 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 $0.29, inclusive.

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 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 · 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
December 27, 2022 Filed Dec 27, 2022 23:33 UTC Oncorus, Inc. ONCR · Entity 112213 SaleCommon Stock 28,977 $0.27 $7,823.79
Disclosure

SEC source: 0001193805-22-001793 · e618164_4-oncorus.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. (SERIES C) · 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 L.P. · CIK 0001010823 · 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

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · Possible Member of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Private Design Fund III, L.P.

Disclosed balance after: 1,305,999

F2 · price: 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 $0.29, inclusive.

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 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 · 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
December 27, 2022 Filed Dec 27, 2022 23:33 UTC Oncorus, Inc. ONCR · Entity 112213 SaleCommon Stock 28,977 $0.27 $7,823.79
Disclosure

SEC source: 0001193805-22-001793 · e618164_4-oncorus.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. (SERIES C) · 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 L.P. · CIK 0001010823 · 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

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · Possible Member of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Healthcare Innovations Fund, L.P.

Disclosed balance after: 1,305,999

F2 · price: 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 $0.29, inclusive.

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 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 · 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
December 22, 2022 Filed Dec 27, 2022 23:33 UTC Oncorus, Inc. ONCR · Entity 112213 SaleCommon Stock 909 $0.28 $254.52
Disclosure

SEC source: 0001193805-22-001793 · e618164_4-oncorus.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. (SERIES C) · 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 L.P. · CIK 0001010823 · 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

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · Possible Member of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Partners, L.P.

Disclosed balance after: 328,687

F1 · price: The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $0.28 to $0.29, 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 1-2 of this Form 4.

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 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 · 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
December 22, 2022 Filed Dec 27, 2022 23:33 UTC Oncorus, Inc. ONCR · Entity 112213 SaleCommon Stock 3,693 $0.28 $1,034.04
Disclosure

SEC source: 0001193805-22-001793 · e618164_4-oncorus.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. (SERIES C) · 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 L.P. · CIK 0001010823 · 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

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · Possible Member of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Private Design Fund III, L.P.

Disclosed balance after: 1,334,976

F1 · price: The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $0.28 to $0.29, 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 1-2 of this Form 4.

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 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 · 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
December 22, 2022 Filed Dec 27, 2022 23:33 UTC Oncorus, Inc. ONCR · Entity 112213 SaleCommon Stock 3,692 $0.28 $1,033.76
Disclosure

SEC source: 0001193805-22-001793 · e618164_4-oncorus.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. (SERIES C) · 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 L.P. · CIK 0001010823 · 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

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · Possible Member of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Healthcare Innovations Fund, L.P.

Disclosed balance after: 1,334,976

F1 · price: The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $0.28 to $0.29, 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 1-2 of this Form 4.

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 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 · 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
December 21, 2022 Filed Dec 22, 2022 00:09 UTC Oncorus, Inc. ONCR · Entity 112213 SaleCommon Stock 1,513 $0.30 $453.90
Disclosure

SEC source: 0001193805-22-001764 · e618154_4-oncorus.xml · nonDerivative · 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. (SERIES C) · 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 L.P. · CIK 0001010823 · 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

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · *Possible Member of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Partners, L.P.

Disclosed balance after: 329,596

F3 · price: The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $0.29 to $0.30, inclusive.

F4 · 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, 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 · 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
December 21, 2022 Filed Dec 22, 2022 00:09 UTC Oncorus, Inc. ONCR · Entity 112213 SaleCommon Stock 6,143 $0.30 $1,842.90
Disclosure

SEC source: 0001193805-22-001764 · e618154_4-oncorus.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. (SERIES C) · 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 L.P. · CIK 0001010823 · 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

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · *Possible Member of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Private Design Fund III, L.P.

Disclosed balance after: 1,338,669

F3 · price: The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $0.29 to $0.30, inclusive.

F4 · 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, 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 · 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
December 21, 2022 Filed Dec 22, 2022 00:09 UTC Oncorus, Inc. ONCR · Entity 112213 SaleCommon Stock 6,144 $0.30 $1,843.20
Disclosure

SEC source: 0001193805-22-001764 · e618154_4-oncorus.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. (SERIES C) · 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 L.P. · CIK 0001010823 · 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

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · *Possible Member of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Healthcare Innovations Fund, L.P.

Disclosed balance after: 1,338,668

F3 · price: The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $0.29 to $0.30, inclusive.

F4 · 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, 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 · 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
December 20, 2022 Filed Dec 22, 2022 00:09 UTC Oncorus, Inc. ONCR · Entity 112213 SaleCommon Stock 1,616 $0.31 $500.96
Disclosure

SEC source: 0001193805-22-001764 · e618154_4-oncorus.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. (SERIES C) · 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 L.P. · CIK 0001010823 · 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

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · *Possible Member of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Partners, L.P.

Disclosed balance after: 331,109

F2 · price: The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $0.30 to $0.32, inclusive.

F4 · 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, 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 · 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
December 20, 2022 Filed Dec 22, 2022 00:09 UTC Oncorus, Inc. ONCR · Entity 112213 SaleCommon Stock 6,562 $0.31 $2,034.22
Disclosure

SEC source: 0001193805-22-001764 · e618154_4-oncorus.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. (SERIES C) · 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 L.P. · CIK 0001010823 · 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

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · *Possible Member of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Private Design Fund III, L.P.

Disclosed balance after: 1,344,812

F2 · price: The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $0.30 to $0.32, inclusive.

F4 · 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, 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 · 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
December 20, 2022 Filed Dec 22, 2022 00:09 UTC Oncorus, Inc. ONCR · Entity 112213 SaleCommon Stock 6,562 $0.31 $2,034.22
Disclosure

SEC source: 0001193805-22-001764 · e618154_4-oncorus.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. (SERIES C) · 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 L.P. · CIK 0001010823 · 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

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · *Possible Member of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Healthcare Innovations Fund, L.P.

Disclosed balance after: 1,344,812

F2 · price: The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $0.30 to $0.32, inclusive.

F4 · 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, 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 · 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
December 19, 2022 Filed Dec 22, 2022 00:09 UTC Oncorus, Inc. ONCR · Entity 112213 SaleCommon Stock 10,930 $0.29 $3,169.70
Disclosure

SEC source: 0001193805-22-001764 · e618154_4-oncorus.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. (SERIES C) · 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 L.P. · CIK 0001010823 · 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

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · *Possible Member of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Partners, L.P.

Disclosed balance after: 332,725

F1 · price: The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $0.28 to $0.30, 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 · 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, 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 · 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
December 19, 2022 Filed Dec 22, 2022 00:09 UTC Oncorus, Inc. ONCR · Entity 112213 SaleCommon Stock 44,394 $0.29 $12,874.26
Disclosure

SEC source: 0001193805-22-001764 · e618154_4-oncorus.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. (SERIES C) · 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 L.P. · CIK 0001010823 · 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

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · *Possible Member of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Private Design Fund III, L.P.

Disclosed balance after: 1,351,374

F1 · price: The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $0.28 to $0.30, 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 · 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, 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 · 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
December 19, 2022 Filed Dec 22, 2022 00:09 UTC Oncorus, Inc. ONCR · Entity 112213 SaleCommon Stock 44,394 $0.29 $12,874.26
Disclosure

SEC source: 0001193805-22-001764 · e618154_4-oncorus.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. (SERIES C) · 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 L.P. · CIK 0001010823 · 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

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · *Possible Member of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Healthcare Innovations Fund, L.P.

Disclosed balance after: 1,351,374

F1 · price: The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $0.28 to $0.30, 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 · 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, 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 · 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
December 15, 2022 Filed Dec 15, 2022 23:50 UTC Oncorus, Inc. ONCR · Entity 112213 SaleCommon Stock 339 $0.39 $132.21
Disclosure

SEC source: 0001193805-22-001734 · e618131_4-oncorus.xml · nonDerivative · 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. (SERIES C) · 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 L.P. · CIK 0001010823 · 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

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · *Possible Member of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Partners, L.P.

Disclosed balance after: 343,655

F3 · price: The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $0.39 to $0.41, inclusive.

F4 · 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, 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 · 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
December 15, 2022 Filed Dec 15, 2022 23:50 UTC Oncorus, Inc. ONCR · Entity 112213 SaleCommon Stock 1,375 $0.39 $536.25
Disclosure

SEC source: 0001193805-22-001734 · e618131_4-oncorus.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. (SERIES C) · 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 L.P. · CIK 0001010823 · 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

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · *Possible Member of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Private Design Fund III, L.P.

Disclosed balance after: 1,395,768

F3 · price: The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $0.39 to $0.41, inclusive.

F4 · 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, 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 · 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
December 15, 2022 Filed Dec 15, 2022 23:50 UTC Oncorus, Inc. ONCR · Entity 112213 SaleCommon Stock 1,375 $0.39 $536.25
Disclosure

SEC source: 0001193805-22-001734 · e618131_4-oncorus.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. (SERIES C) · 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 L.P. · CIK 0001010823 · 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

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · *Possible Member of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Healthcare Innovations Fund, L.P.

Disclosed balance after: 1,395,768

F3 · price: The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $0.39 to $0.41, inclusive.

F4 · 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, 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 · 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
December 14, 2022 Filed Dec 15, 2022 23:50 UTC Oncorus, Inc. ONCR · Entity 112213 SaleCommon Stock 943 $0.38 $358.34
Disclosure

SEC source: 0001193805-22-001734 · e618131_4-oncorus.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. (SERIES C) · 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 L.P. · CIK 0001010823 · 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

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · *Possible Member of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Partners, L.P.

Disclosed balance after: 343,994

F2 · price: The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $0.37 to $0.38, inclusive.

F4 · 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, 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 · 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
December 14, 2022 Filed Dec 15, 2022 23:50 UTC Oncorus, Inc. ONCR · Entity 112213 SaleCommon Stock 3,829 $0.38 $1,455.02
Disclosure

SEC source: 0001193805-22-001734 · e618131_4-oncorus.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. (SERIES C) · 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 L.P. · CIK 0001010823 · 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

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · *Possible Member of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Private Design Fund III, L.P.

Disclosed balance after: 1,397,143

F2 · price: The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $0.37 to $0.38, inclusive.

F4 · 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, 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 · 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
December 14, 2022 Filed Dec 15, 2022 23:50 UTC Oncorus, Inc. ONCR · Entity 112213 SaleCommon Stock 3,828 $0.38 $1,454.64
Disclosure

SEC source: 0001193805-22-001734 · e618131_4-oncorus.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. (SERIES C) · 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 L.P. · CIK 0001010823 · 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

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · *Possible Member of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Healthcare Innovations Fund, L.P.

Disclosed balance after: 1,397,143

F2 · price: The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $0.37 to $0.38, inclusive.

F4 · 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, 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 · 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
December 13, 2022 Filed Dec 15, 2022 23:50 UTC Oncorus, Inc. ONCR · Entity 112213 SaleCommon Stock 230 $0.41 $94.30
Disclosure

SEC source: 0001193805-22-001734 · e618131_4-oncorus.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. (SERIES C) · 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 L.P. · CIK 0001010823 · 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

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · *Possible Member of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Partners, L.P.

Disclosed balance after: 344,937

F1 · price: The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $0.40 to $0.42, 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 · 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, 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 · 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
December 13, 2022 Filed Dec 15, 2022 23:50 UTC Oncorus, Inc. ONCR · Entity 112213 SaleCommon Stock 933 $0.41 $382.53
Disclosure

SEC source: 0001193805-22-001734 · e618131_4-oncorus.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. (SERIES C) · 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 L.P. · CIK 0001010823 · 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

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · *Possible Member of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Private Design Fund III, L.P.

Disclosed balance after: 1,400,972

F1 · price: The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $0.40 to $0.42, 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 · 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, 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 · 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
December 13, 2022 Filed Dec 15, 2022 23:50 UTC Oncorus, Inc. ONCR · Entity 112213 SaleCommon Stock 934 $0.41 $382.94
Disclosure

SEC source: 0001193805-22-001734 · e618131_4-oncorus.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. (SERIES C) · 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 L.P. · CIK 0001010823 · 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

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · *Possible Member of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Healthcare Innovations Fund, L.P.

Disclosed balance after: 1,400,971

F1 · price: The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $0.40 to $0.42, 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 · 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, 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 · 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 03, 2022 Filed Nov 7, 2022 23:24 UTC Nuvalent, Inc. NUVL · Entity 29892 PurchaseClass A Common Stock 650,000 $33.50 $21,775,000.00
Disclosure

SEC source: 0001193805-22-001493 · e617996_4-nuvalent.xml · nonDerivative · entry 1

Flynn James E · CIK 0001352546 · Director · 10% owner · Director by deputization

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · 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: Not disclosed

Ownership: Indirect · Through Deerfield Partners, L.P.

Disclosed balance after: 650,000

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, 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.

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
September 16, 2022 Filed Sep 21, 2022 00:31 UTC Larimar Therapeutics, Inc. LRMR · Entity 5634 PurchaseCommon Stock 2,777,777 $3.15 $8,749,997.55
Disclosure

SEC source: 0001193805-22-001296 · e621937_4-larimar.xml · nonDerivative · entry 4

Flynn James E · CIK 0001352546 · Director · 10% owner · * Director by Deputization

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · 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 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

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Partners, L.P.

Disclosed balance after: 2,777,777

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 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 member of the general partner of each of Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P., Deerfield Mgmt HIF, 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
September 16, 2022 Filed Sep 21, 2022 00:31 UTC Larimar Therapeutics, Inc. LRMR · Entity 5634 PurchaseCommon Stock 2,777,777 $3.15 $8,749,997.55
Disclosure

SEC source: 0001193805-22-001296 · e621937_4-larimar.xml · nonDerivative · entry 3

Flynn James E · CIK 0001352546 · Director · 10% owner · * Director by Deputization

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · 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 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

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Healthcare Innovations Fund, L.P.

Disclosed balance after: 4,721,197

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 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 member of the general partner of each of Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P., Deerfield Mgmt HIF, 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
September 16, 2022 Filed Sep 21, 2022 00:31 UTC Larimar Therapeutics, Inc. LRMR · Entity 5634 PurchaseCommon Stock 2,777,777 $3.15 $8,749,997.55
Disclosure

SEC source: 0001193805-22-001296 · e621937_4-larimar.xml · nonDerivative · entry 2

Flynn James E · CIK 0001352546 · Director · 10% owner · * Director by Deputization

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · 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 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

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Private Design Fund IV, L.P.

Disclosed balance after: 4,721,200

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 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 member of the general partner of each of Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P., Deerfield Mgmt HIF, 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
September 16, 2022 Filed Sep 21, 2022 00:31 UTC Larimar Therapeutics, Inc. LRMR · Entity 5634 PurchaseCommon Stock 2,777,777 $3.15 $8,749,997.55
Disclosure

SEC source: 0001193805-22-001296 · e621937_4-larimar.xml · nonDerivative · entry 1

Flynn James E · CIK 0001352546 · Director · 10% owner · * Director by Deputization

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · 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 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

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Private Design Fund III, L.P.

Disclosed balance after: 4,721,183

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 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 member of the general partner of each of Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P., Deerfield Mgmt HIF, 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
June 06, 2022 Filed Jun 8, 2022 23:25 UTC Mirum Pharmaceuticals, Inc. MIRM · Entity 2416 SaleCommon Stock 6,243 $24.47 $152,766.21
Disclosure

SEC source: 0001193805-22-000932 · e621737_4-mirum.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 Mgmt IV, L.P. · CIK 0001713467 · 10% owner · * Possible Member of 10% Group

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · 10% owner · * Possible Member of 10% Group

Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · 10% owner · * Possible Member of 10% Group

Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · 10% owner · * Possible Member of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Healthcare Innovations Fund, L.P.

Disclosed balance after: 1,540,190

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 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 · 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 06, 2022 Filed Jun 8, 2022 23:25 UTC Mirum Pharmaceuticals, Inc. MIRM · Entity 2416 SaleCommon Stock 6,909 $24.47 $169,063.23
Disclosure

SEC source: 0001193805-22-000932 · e621737_4-mirum.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 Mgmt IV, L.P. · CIK 0001713467 · 10% owner · * Possible Member of 10% Group

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · 10% owner · * Possible Member of 10% Group

Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · 10% owner · * Possible Member of 10% Group

Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · 10% owner · * Possible Member of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Private Design Fund IV, L.P.

Disclosed balance after: 1,704,244

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 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 · 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 06, 2022 Filed Jun 8, 2022 23:25 UTC Mirum Pharmaceuticals, Inc. MIRM · Entity 2416 SaleCommon Stock 155 $25.08 $3,887.40
Disclosure

SEC source: 0001193805-22-000932 · e621737_4-mirum.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 Mgmt IV, L.P. · CIK 0001713467 · 10% owner · * Possible Member of 10% Group

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · 10% owner · * Possible Member of 10% Group

Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · 10% owner · * Possible Member of 10% Group

Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · 10% owner · * Possible Member of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Healthcare Innovations Fund, L.P.

Disclosed balance after: 1,546,433

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 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 · 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 06, 2022 Filed Jun 8, 2022 23:25 UTC Mirum Pharmaceuticals, Inc. MIRM · Entity 2416 SaleCommon Stock 171 $25.08 $4,288.68
Disclosure

SEC source: 0001193805-22-000932 · e621737_4-mirum.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 Mgmt IV, L.P. · CIK 0001713467 · 10% owner · * Possible Member of 10% Group

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · 10% owner · * Possible Member of 10% Group

Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · 10% owner · * Possible Member of 10% Group

Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · 10% owner · * Possible Member of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Private Design Fund IV, L.P.

Disclosed balance after: 1,711,153

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 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 · 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 06, 2022 Filed Jun 8, 2022 23:25 UTC Mirum Pharmaceuticals, Inc. MIRM · Entity 2416 SaleCommon Stock 11,868 $25.29 $300,141.72
Disclosure

SEC source: 0001193805-22-000932 · e621737_4-mirum.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 Mgmt IV, L.P. · CIK 0001713467 · 10% owner · * Possible Member of 10% Group

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · 10% owner · * Possible Member of 10% Group

Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · 10% owner · * Possible Member of 10% Group

Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · 10% owner · * Possible Member of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Healthcare Innovations Fund, L.P.

Disclosed balance after: 1,546,588

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 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 · 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 06, 2022 Filed Jun 8, 2022 23:25 UTC Mirum Pharmaceuticals, Inc. MIRM · Entity 2416 SaleCommon Stock 13,132 $25.29 $332,108.28
Disclosure

SEC source: 0001193805-22-000932 · e621737_4-mirum.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 Mgmt IV, L.P. · CIK 0001713467 · 10% owner · * Possible Member of 10% Group

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · 10% owner · * Possible Member of 10% Group

Deerfield Private Design Fund IV, L.P. · CIK 0001680307 · 10% owner · * Possible Member of 10% Group

Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · 10% owner · * Possible Member of 10% Group

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Private Design Fund IV, L.P.

Disclosed balance after: 1,711,324

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 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 · 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
August 02, 2021 Filed Aug 4, 2021 22:05 UTC Nuvalent, Inc. NUVL · Entity 29892 PurchaseClass B Common Stock · Derivative 300,000 $17.00 $5,100,000.00
Disclosure

SEC source: 0001193805-21-001101 · e620838_4-nuvalent.xml · derivative · entry 14

Flynn James E · CIK 0001352546 · Director · 10% owner · Director by Deputization

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · 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 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: Not disclosed

Ownership: Indirect · Through Deerfield Healthcare Innovations Fund, L.P.

Disclosed balance after: 2,717,628

Underlying: Class A Common Stock · 300,000 shares

Expires not disclosed

F3 · derivative.exercise_price: The Class B common stock does not have any voting rights (except in certain circumstances specified in the Issuer's certificate of incorporation) and is otherwise substantially equivalent to the Class A common stock. The Class B common stock is convertible into Class A common stock from time to time at the election of the holder, except that conversion is 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 · derivative.exercise_date: The Class B common stock does not have any voting rights (except in certain circumstances specified in the Issuer's certificate of incorporation) and is otherwise substantially equivalent to the Class A common stock. The Class B common stock is convertible into Class A common stock from time to time at the election of the holder, except that conversion is 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 · derivative.expiration_date: The Class B common stock does not have any voting rights (except in certain circumstances specified in the Issuer's certificate of incorporation) and is otherwise substantially equivalent to the Class A common stock. The Class B common stock is convertible into Class A common stock from time to time at the election of the holder, except that conversion is 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: 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.

F5 · 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
August 02, 2021 Filed Aug 4, 2021 22:05 UTC Nuvalent, Inc. NUVL · Entity 29892 PurchaseClass B Common Stock · Derivative 300,000 $17.00 $5,100,000.00
Disclosure

SEC source: 0001193805-21-001101 · e620838_4-nuvalent.xml · derivative · entry 13

Flynn James E · CIK 0001352546 · Director · 10% owner · Director by Deputization

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · 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 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: Not disclosed

Ownership: Indirect · Through Deerfield Private Design Fund IV, L.P.

Disclosed balance after: 2,717,628

Underlying: Class A Common Stock · 300,000 shares

Expires not disclosed

F3 · derivative.exercise_price: The Class B common stock does not have any voting rights (except in certain circumstances specified in the Issuer's certificate of incorporation) and is otherwise substantially equivalent to the Class A common stock. The Class B common stock is convertible into Class A common stock from time to time at the election of the holder, except that conversion is 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 · derivative.exercise_date: The Class B common stock does not have any voting rights (except in certain circumstances specified in the Issuer's certificate of incorporation) and is otherwise substantially equivalent to the Class A common stock. The Class B common stock is convertible into Class A common stock from time to time at the election of the holder, except that conversion is 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 · derivative.expiration_date: The Class B common stock does not have any voting rights (except in certain circumstances specified in the Issuer's certificate of incorporation) and is otherwise substantially equivalent to the Class A common stock. The Class B common stock is convertible into Class A common stock from time to time at the election of the holder, except that conversion is 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: 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.

F5 · 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
August 02, 2021 Filed Aug 4, 2021 22:05 UTC Nuvalent, Inc. NUVL · Entity 29892 ConversionClass B Common Stock · Derivative 2,417,628 Not disclosed Not disclosed
Disclosure

SEC source: 0001193805-21-001101 · e620838_4-nuvalent.xml · derivative · entry 12

Flynn James E · CIK 0001352546 · Director · 10% owner · Director by Deputization

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · 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 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: Not disclosed

Ownership: Indirect · Through Deerfield Healthcare Innovations Fund, L.P.

Disclosed balance after: 2,417,628

Underlying: Class A Common Stock · 2,417,628 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: The Class B common stock does not have any voting rights (except in certain circumstances specified in the Issuer's certificate of incorporation) and is otherwise substantially equivalent to the Class A common stock. The Class B common stock is convertible into Class A common stock from time to time at the election of the holder, except that conversion is 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: Upon the closing of the Issuer's initial public offering, each share of Series A Preferred Stock held by each Fund (as defined below) automatically converted into either (i) approximately 0.18580 shares of the Issuer's Class A common stock or (ii) at the election of such Fund, approximately 0.18580 shares of the Issuer's Class B common stock. Each Fund elected to have 2,417,628 shares of common stock issuable to such Fund upon conversion of its Series A Preferred Stock issued in the form of Class B common stock.

F3 · derivative.exercise_date: The Class B common stock does not have any voting rights (except in certain circumstances specified in the Issuer's certificate of incorporation) and is otherwise substantially equivalent to the Class A common stock. The Class B common stock is convertible into Class A common stock from time to time at the election of the holder, except that conversion is 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 · derivative.expiration_date: The Class B common stock does not have any voting rights (except in certain circumstances specified in the Issuer's certificate of incorporation) and is otherwise substantially equivalent to the Class A common stock. The Class B common stock is convertible into Class A common stock from time to time at the election of the holder, except that conversion is 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: 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.

F5 · 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
August 02, 2021 Filed Aug 4, 2021 22:05 UTC Nuvalent, Inc. NUVL · Entity 29892 ConversionClass B Common Stock · Derivative 2,417,628 Not disclosed Not disclosed
Disclosure

SEC source: 0001193805-21-001101 · e620838_4-nuvalent.xml · derivative · entry 11

Flynn James E · CIK 0001352546 · Director · 10% owner · Director by Deputization

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · 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 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: Not disclosed

Ownership: Indirect · Through Deerfield Private Design Fund IV, L.P.

Disclosed balance after: 2,417,628

Underlying: Class A Common Stock · 2,417,628 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: The Class B common stock does not have any voting rights (except in certain circumstances specified in the Issuer's certificate of incorporation) and is otherwise substantially equivalent to the Class A common stock. The Class B common stock is convertible into Class A common stock from time to time at the election of the holder, except that conversion is 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: Upon the closing of the Issuer's initial public offering, each share of Series A Preferred Stock held by each Fund (as defined below) automatically converted into either (i) approximately 0.18580 shares of the Issuer's Class A common stock or (ii) at the election of such Fund, approximately 0.18580 shares of the Issuer's Class B common stock. Each Fund elected to have 2,417,628 shares of common stock issuable to such Fund upon conversion of its Series A Preferred Stock issued in the form of Class B common stock.

F3 · derivative.exercise_date: The Class B common stock does not have any voting rights (except in certain circumstances specified in the Issuer's certificate of incorporation) and is otherwise substantially equivalent to the Class A common stock. The Class B common stock is convertible into Class A common stock from time to time at the election of the holder, except that conversion is 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 · derivative.expiration_date: The Class B common stock does not have any voting rights (except in certain circumstances specified in the Issuer's certificate of incorporation) and is otherwise substantially equivalent to the Class A common stock. The Class B common stock is convertible into Class A common stock from time to time at the election of the holder, except that conversion is 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: 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.

F5 · 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
August 02, 2021 Filed Aug 4, 2021 22:05 UTC Nuvalent, Inc. NUVL · Entity 29892 ConversionSeries B Preferred Stock · Derivative 4,831,384 Not disclosed Not disclosed
Disclosure

SEC source: 0001193805-21-001101 · e620838_4-nuvalent.xml · derivative · entry 10

Flynn James E · CIK 0001352546 · Director · 10% owner · Director by Deputization

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · 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 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: Not disclosed

Ownership: Indirect · Through Deerfield Private Design Fund IV, L.P.

Disclosed balance after: 0

Underlying: Class A Common Stock · 897,671 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: Upon the closing of the Issuer's initial public offering, each share of Series B Preferred Stock held by each Fund automatically converted into approximately 0.18580 shares of the Issuer's Class A common stock.

F2 · price: Upon the closing of the Issuer's initial public offering, each share of Series B Preferred Stock held by each Fund automatically converted into approximately 0.18580 shares of the Issuer's Class A common stock.

F2 · derivative.exercise_date: Upon the closing of the Issuer's initial public offering, each share of Series B Preferred Stock held by each Fund automatically converted into approximately 0.18580 shares of the Issuer's Class A common stock.

F2 · derivative.expiration_date: Upon the closing of the Issuer's initial public offering, each share of Series B Preferred Stock held by each Fund automatically converted into approximately 0.18580 shares of the Issuer's Class A common stock.

F4 · 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 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.

F5 · 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
August 02, 2021 Filed Aug 4, 2021 22:05 UTC Nuvalent, Inc. NUVL · Entity 29892 ConversionSeries B Preferred Stock · Derivative 4,831,384 Not disclosed Not disclosed
Disclosure

SEC source: 0001193805-21-001101 · e620838_4-nuvalent.xml · derivative · entry 9

Flynn James E · CIK 0001352546 · Director · 10% owner · Director by Deputization

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · 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 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: Not disclosed

Ownership: Indirect · Through Deerfield Private Design Fund IV, L.P.

Disclosed balance after: 0

Underlying: Class A Common Stock · 897,671 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: Upon the closing of the Issuer's initial public offering, each share of Series B Preferred Stock held by each Fund automatically converted into approximately 0.18580 shares of the Issuer's Class A common stock.

F2 · price: Upon the closing of the Issuer's initial public offering, each share of Series B Preferred Stock held by each Fund automatically converted into approximately 0.18580 shares of the Issuer's Class A common stock.

F2 · derivative.exercise_date: Upon the closing of the Issuer's initial public offering, each share of Series B Preferred Stock held by each Fund automatically converted into approximately 0.18580 shares of the Issuer's Class A common stock.

F2 · derivative.expiration_date: Upon the closing of the Issuer's initial public offering, each share of Series B Preferred Stock held by each Fund automatically converted into approximately 0.18580 shares of the Issuer's Class A common stock.

F4 · 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 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.

F5 · 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
August 02, 2021 Filed Aug 4, 2021 22:05 UTC Nuvalent, Inc. NUVL · Entity 29892 ConversionSeries A Preferred Stock · Derivative 13,011,988 Not disclosed Not disclosed
Disclosure

SEC source: 0001193805-21-001101 · e620838_4-nuvalent.xml · derivative · entry 8

Flynn James E · CIK 0001352546 · Director · 10% owner · Director by Deputization

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · 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 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: Not disclosed

Ownership: Indirect · Through Deerfield Healthcare Innovations Fund, L.P.

Disclosed balance after: 0

Underlying: Class B Common Stock · 2,417,628 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: Upon the closing of the Issuer's initial public offering, each share of Series A Preferred Stock held by each Fund (as defined below) automatically converted into either (i) approximately 0.18580 shares of the Issuer's Class A common stock or (ii) at the election of such Fund, approximately 0.18580 shares of the Issuer's Class B common stock. Each Fund elected to have 2,417,628 shares of common stock issuable to such Fund upon conversion of its Series A Preferred Stock issued in the form of Class B common stock.

F1 · price: Upon the closing of the Issuer's initial public offering, each share of Series A Preferred Stock held by each Fund (as defined below) automatically converted into either (i) approximately 0.18580 shares of the Issuer's Class A common stock or (ii) at the election of such Fund, approximately 0.18580 shares of the Issuer's Class B common stock. Each Fund elected to have 2,417,628 shares of common stock issuable to such Fund upon conversion of its Series A Preferred Stock issued in the form of Class B common stock.

F1 · derivative.exercise_date: Upon the closing of the Issuer's initial public offering, each share of Series A Preferred Stock held by each Fund (as defined below) automatically converted into either (i) approximately 0.18580 shares of the Issuer's Class A common stock or (ii) at the election of such Fund, approximately 0.18580 shares of the Issuer's Class B common stock. Each Fund elected to have 2,417,628 shares of common stock issuable to such Fund upon conversion of its Series A Preferred Stock issued in the form of Class B common stock.

F1 · derivative.expiration_date: Upon the closing of the Issuer's initial public offering, each share of Series A Preferred Stock held by each Fund (as defined below) automatically converted into either (i) approximately 0.18580 shares of the Issuer's Class A common stock or (ii) at the election of such Fund, approximately 0.18580 shares of the Issuer's Class B common stock. Each Fund elected to have 2,417,628 shares of common stock issuable to such Fund upon conversion of its Series A Preferred Stock issued in the form of Class B common stock.

F4 · 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 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.

F5 · 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
August 02, 2021 Filed Aug 4, 2021 22:05 UTC Nuvalent, Inc. NUVL · Entity 29892 ConversionSeries A Preferred Stock · Derivative 13,011,988 Not disclosed Not disclosed
Disclosure

SEC source: 0001193805-21-001101 · e620838_4-nuvalent.xml · derivative · entry 7

Flynn James E · CIK 0001352546 · Director · 10% owner · Director by Deputization

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · 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 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: Not disclosed

Ownership: Indirect · Through Deerfield Private Design Fund IV, L.P.

Disclosed balance after: 0

Underlying: Class B Common Stock · 2,417,628 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: Upon the closing of the Issuer's initial public offering, each share of Series A Preferred Stock held by each Fund (as defined below) automatically converted into either (i) approximately 0.18580 shares of the Issuer's Class A common stock or (ii) at the election of such Fund, approximately 0.18580 shares of the Issuer's Class B common stock. Each Fund elected to have 2,417,628 shares of common stock issuable to such Fund upon conversion of its Series A Preferred Stock issued in the form of Class B common stock.

F1 · price: Upon the closing of the Issuer's initial public offering, each share of Series A Preferred Stock held by each Fund (as defined below) automatically converted into either (i) approximately 0.18580 shares of the Issuer's Class A common stock or (ii) at the election of such Fund, approximately 0.18580 shares of the Issuer's Class B common stock. Each Fund elected to have 2,417,628 shares of common stock issuable to such Fund upon conversion of its Series A Preferred Stock issued in the form of Class B common stock.

F1 · derivative.exercise_date: Upon the closing of the Issuer's initial public offering, each share of Series A Preferred Stock held by each Fund (as defined below) automatically converted into either (i) approximately 0.18580 shares of the Issuer's Class A common stock or (ii) at the election of such Fund, approximately 0.18580 shares of the Issuer's Class B common stock. Each Fund elected to have 2,417,628 shares of common stock issuable to such Fund upon conversion of its Series A Preferred Stock issued in the form of Class B common stock.

F1 · derivative.expiration_date: Upon the closing of the Issuer's initial public offering, each share of Series A Preferred Stock held by each Fund (as defined below) automatically converted into either (i) approximately 0.18580 shares of the Issuer's Class A common stock or (ii) at the election of such Fund, approximately 0.18580 shares of the Issuer's Class B common stock. Each Fund elected to have 2,417,628 shares of common stock issuable to such Fund upon conversion of its Series A Preferred Stock issued in the form of Class B common stock.

F4 · 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 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.

F5 · 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.