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DEERFIELD PARTNERS, L.P.

Disclosed activity across 35 companies

Tapewire entity
29897
SEC CIK
0001301041

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Reported relationships

Latest disclosed role at each company.

CompanyLast reported asReport datePublished
Acutus Medical, Inc.AFIB · Entity 83848Director · 10% owner · Director by DeputizationJune 30, 2022July 05, 2022
CalciMedica, Inc.GRAY · Entity 780410% owner · *Possible Member of 10% GroupSeptember 29, 2020October 01, 2020
CareMax, Inc.CMAX · Entity 87127Director · 10% owner · Director by DeputizationJune 08, 2021June 10, 2021
DA32 Life Science Tech Acquisition Corp.DALS · Entity 110669Director · 10% owner · Director by DeputizationJuly 28, 2023August 01, 2023
Frazier Lifesciences Acquisition CorpFLAC · Entity 12208010% owner · Possible Member of 10% GroupNovember 08, 2022November 14, 2022
GYRE THERAPEUTICS, INC.CBIO · Entity 524710% owner · Possible Member of 10% GroupMarch 06, 2018March 21, 2018
Larimar Therapeutics, Inc.LRMR · Entity 5634Director · 10% owner · * Director by DeputizationFebruary 27, 2026March 03, 2026
Peak Bio, Inc.IGNYU · Entity 8543110% owner · Possible Member of 10% GroupFebruary 01, 2020February 04, 2021
Protara Therapeutics, Inc.PRTO · Entity 620310% owner · *Director by DeputizationNovember 30, 2017December 04, 2017
Singular Genomics Systems, Inc.OMIC · Entity 8274110% owner · *Possible Member of 10% GroupJune 01, 2021June 03, 2021

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
Warrant to Purchase Common StockSEC Table II · derivative / convertible security · Conversion / exercise price $1.11 · Expires 2030-06-30IndirectThrough Deerfield Partners, L.P.1,889,509 Reported balance After 2022-06-30 transaction · row 1 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 1 · 2022-06-30 · Grant · Acquired 1,889,509 · Balance 1,889,509

F1: The reported transactions involved the issuance of Warrants as consideration for the execution and delivery of the Amended and Restated Credit Agreement, dated as of June 30, 2022 among the Funds (as defined below), the Issuer, and Wilmington Trust, National Association, as administrative agent for the lenders named therein, pursuant to which each Fund agreed to make, refinance or otherwise continue and/or maintain a $17.5 million ($35.0 million in the aggregate) term loan to the Issuer. The issuance of such Warrants was exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

F2: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt 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. (collectively with Fund III, 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. 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.

Warrant to Purchase Common StockSEC Table II · derivative / convertible security · Conversion / exercise price $1.11 · Expires 2030-06-30IndirectThrough Deerfield Private Design Fund III, L.P.1,889,509 Reported balance After 2022-06-30 transaction · row 2 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 2 · 2022-06-30 · Grant · Acquired 1,889,509 · Balance 1,889,509

F1: The reported transactions involved the issuance of Warrants as consideration for the execution and delivery of the Amended and Restated Credit Agreement, dated as of June 30, 2022 among the Funds (as defined below), the Issuer, and Wilmington Trust, National Association, as administrative agent for the lenders named therein, pursuant to which each Fund agreed to make, refinance or otherwise continue and/or maintain a $17.5 million ($35.0 million in the aggregate) term loan to the Issuer. The issuance of such Warrants was exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

F2: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt 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. (collectively with Fund III, 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. and Deerfield Management Company, L.P.

F3: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

Filing footnotes · ownership attribution and instrument terms

F1: The reported transactions involved the issuance of Warrants as consideration for the execution and delivery of the Amended and Restated Credit Agreement, dated as of June 30, 2022 among the Funds (as defined below), the Issuer, and Wilmington Trust, National Association, as administrative agent for the lenders named therein, pursuant to which each Fund agreed to make, refinance or otherwise continue and/or maintain a $17.5 million ($35.0 million in the aggregate) term loan to the Issuer. The issuance of such Warrants was exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

F2: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt 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. (collectively with Fund III, 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. 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.

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.

CareMax, Inc.

Report date June 08, 2021 · Filed June 10, 2021

Jointly reported with Flynn James E, DEERFIELD MANAGEMENT COMPANY, L.P., Deerfield Mgmt L.P.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Class A common stockSEC Table I · non-derivativeIndirectThrough Deerfield Partners, L.P.12,960,000 Reported balance After 2021-06-08 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2021-06-08 · Grant · Acquired 9,600,000 · Balance 12,960,000

F1: On June 8, 2021, immediately prior to, and conditioned upon the consummation of, CareMax, Inc.'s (formerly known as Deerfield Healthcare Technology Acquisitions Corp.) (the "Issuer") business combination with CareMax Medical Group, LLC and IMC Medical Group Holdings, LLC (the "Business Combination"), Deerfield Partners, L.P. ("Deerfield Partners") acquired from the Issuer 9,600,000 shares of Class A common stock of the Issuer.

F2: This Form 4 is being filed by the parties listed on the Joint Filer Information Statement attached as an exhibit hereto. Deerfield Partners holds a membership interest in DFHTA Sponsor LLC (the "Sponsor"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners. Deerfield Management Company, L.P. ("Deerfield Management") is the investment manager of Deerfield Partners. James E. Flynn is the sole member of the general partner of each of Deerfield Management and Deerfield Mgmt, L.P. Steven Hochberg, a partner in Deerfield Management, previously served as chief executive officer of the Issuer and, until immediately following consummation of the Business Combination, a member of the Issuer's board of directors.

F3: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by Deerfield Management, Deerfield Partners and the Sponsor 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 DFHTA Sponsor LLC3,768,750 Last balance in matching sequence After 2021-06-08 transaction · row 3 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rows

Row 2 · 2021-06-08 · Grant · Acquired 400,000 · Balance 400,000

F4: On June 8, 2021, immediately prior to, and conditioned upon the consummation of, the Business Combination, the Sponsor acquired from the Issuer 400,000 shares of Class A common stock of the Issuer.

F2: This Form 4 is being filed by the parties listed on the Joint Filer Information Statement attached as an exhibit hereto. Deerfield Partners holds a membership interest in DFHTA Sponsor LLC (the "Sponsor"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners. Deerfield Management Company, L.P. ("Deerfield Management") is the investment manager of Deerfield Partners. James E. Flynn is the sole member of the general partner of each of Deerfield Management and Deerfield Mgmt, L.P. Steven Hochberg, a partner in Deerfield Management, previously served as chief executive officer of the Issuer and, until immediately following consummation of the Business Combination, a member of the Issuer's board of directors.

F3: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by Deerfield Management, Deerfield Partners and the Sponsor 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 · 2021-06-08 · Exercise / conversion · Acquired 3,368,750 · Balance 3,768,750

F5: In connection with the closing of the Business Combination, each share of the Issuer's Class B common stock automatically converted into one share of the Issuer's Class A common stock.

F2: This Form 4 is being filed by the parties listed on the Joint Filer Information Statement attached as an exhibit hereto. Deerfield Partners holds a membership interest in DFHTA Sponsor LLC (the "Sponsor"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners. Deerfield Management Company, L.P. ("Deerfield Management") is the investment manager of Deerfield Partners. James E. Flynn is the sole member of the general partner of each of Deerfield Management and Deerfield Mgmt, L.P. Steven Hochberg, a partner in Deerfield Management, previously served as chief executive officer of the Issuer and, until immediately following consummation of the Business Combination, a member of the Issuer's board of directors.

F3: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by Deerfield Management, Deerfield Partners and the Sponsor 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 Management Company, L.P.50,000 Reported balance After 2021-06-08 transaction · row 4 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 4 · 2021-06-08 · Exercise / conversion · Acquired 50,000 · Balance 50,000

F5: In connection with the closing of the Business Combination, each share of the Issuer's Class B common stock automatically converted into one share of the Issuer's Class A common stock.

F6: The Class A common stock owned directly by Steven Hochberg and reported herein is held for the benefit, and at the direction, of Deerfield Management.

F2: This Form 4 is being filed by the parties listed on the Joint Filer Information Statement attached as an exhibit hereto. Deerfield Partners holds a membership interest in DFHTA Sponsor LLC (the "Sponsor"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners. Deerfield Management Company, L.P. ("Deerfield Management") is the investment manager of Deerfield Partners. James E. Flynn is the sole member of the general partner of each of Deerfield Management and Deerfield Mgmt, L.P. Steven Hochberg, a partner in Deerfield Management, previously served as chief executive officer of the Issuer and, until immediately following consummation of the Business Combination, a member of the Issuer's board of directors.

F3: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by Deerfield Management, Deerfield Partners and the Sponsor 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 DFHTA Sponsor LLC0 Reported balance After 2021-06-08 transaction · row 5 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 5 · 2021-06-08 · Exercise / conversion · Disposed 3,368,750 · Balance 0

F5: In connection with the closing of the Business Combination, each share of the Issuer's Class B common stock automatically converted into one share of the Issuer's Class A common stock.

F2: This Form 4 is being filed by the parties listed on the Joint Filer Information Statement attached as an exhibit hereto. Deerfield Partners holds a membership interest in DFHTA Sponsor LLC (the "Sponsor"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners. Deerfield Management Company, L.P. ("Deerfield Management") is the investment manager of Deerfield Partners. James E. Flynn is the sole member of the general partner of each of Deerfield Management and Deerfield Mgmt, L.P. Steven Hochberg, a partner in Deerfield Management, previously served as chief executive officer of the Issuer and, until immediately following consummation of the Business Combination, a member of the Issuer's board of directors.

F3: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by Deerfield Management, Deerfield Partners and the Sponsor 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 Management Company, L.P.0 Reported balance After 2021-06-08 transaction · row 6 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 6 · 2021-06-08 · Exercise / conversion · Disposed 50,000 · Balance 0

F5: In connection with the closing of the Business Combination, each share of the Issuer's Class B common stock automatically converted into one share of the Issuer's Class A common stock.

F2: This Form 4 is being filed by the parties listed on the Joint Filer Information Statement attached as an exhibit hereto. Deerfield Partners holds a membership interest in DFHTA Sponsor LLC (the "Sponsor"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners. Deerfield Management Company, L.P. ("Deerfield Management") is the investment manager of Deerfield Partners. James E. Flynn is the sole member of the general partner of each of Deerfield Management and Deerfield Mgmt, L.P. Steven Hochberg, a partner in Deerfield Management, previously served as chief executive officer of the Issuer and, until immediately following consummation of the Business Combination, a member of the Issuer's board of directors.

F3: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by Deerfield Management, Deerfield Partners and the Sponsor 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.

F6: The Class A common stock owned directly by Steven Hochberg and reported herein is held for the benefit, and at the direction, of Deerfield Management.

Private Placement WarrantsSEC Table II · derivative / convertible security · Conversion / exercise price $11.50 · Expires 2026-06-08IndirectThrough DFHTA Sponsor LLC2,916,667 Reported balance After 2021-06-08 transaction · row 7 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 7 · 2021-06-08 · Grant · Acquired 2,916,667 · Balance 2,916,667

F7: The Sponsor acquired the Private Placement Warrants from the Issuer in connection with the Issuer's initial public offering on July 21, 2020. As a result of the closing of the Business Combination, the Private Placement Warrants will become exercisable as of the date that is 12 months after the closing of the Issuer's initial public offering (i.e., July 21, 2021). The Private Placement Warrants will expire on June 8, 2026 or earlier upon redemption or liquidation.

F2: This Form 4 is being filed by the parties listed on the Joint Filer Information Statement attached as an exhibit hereto. Deerfield Partners holds a membership interest in DFHTA Sponsor LLC (the "Sponsor"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners. Deerfield Management Company, L.P. ("Deerfield Management") is the investment manager of Deerfield Partners. James E. Flynn is the sole member of the general partner of each of Deerfield Management and Deerfield Mgmt, L.P. Steven Hochberg, a partner in Deerfield Management, previously served as chief executive officer of the Issuer and, until immediately following consummation of the Business Combination, a member of the Issuer's board of directors.

F3: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by Deerfield Management, Deerfield Partners and the Sponsor 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.

Public WarrantsSEC Table II · derivative / convertible security · Conversion / exercise price $11.50 · Expires 2026-06-08IndirectThrough Deerfield Partners, L.P.672,000 Reported balance After 2021-06-08 transaction · row 8 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 8 · 2021-06-08 · Other · Acquired 672,000 · Balance 672,000

F8: Deerfield Partners acquired the Public Warrants in the Issuer's initial public offering on July 21, 2020. As a result of the closing of the Business Combination, the Public Warrants will become exercisable as of the date that is 12 months after the closing of the Issuer's initial public offering (i.e., July 21, 2021). The Public Warrants will expire on June 8, 2026 or earlier upon redemption or liquidation.

F2: This Form 4 is being filed by the parties listed on the Joint Filer Information Statement attached as an exhibit hereto. Deerfield Partners holds a membership interest in DFHTA Sponsor LLC (the "Sponsor"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners. Deerfield Management Company, L.P. ("Deerfield Management") is the investment manager of Deerfield Partners. James E. Flynn is the sole member of the general partner of each of Deerfield Management and Deerfield Mgmt, L.P. Steven Hochberg, a partner in Deerfield Management, previously served as chief executive officer of the Issuer and, until immediately following consummation of the Business Combination, a member of the Issuer's board of directors.

F3: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by Deerfield Management, Deerfield Partners and the Sponsor 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: On June 8, 2021, immediately prior to, and conditioned upon the consummation of, CareMax, Inc.'s (formerly known as Deerfield Healthcare Technology Acquisitions Corp.) (the "Issuer") business combination with CareMax Medical Group, LLC and IMC Medical Group Holdings, LLC (the "Business Combination"), Deerfield Partners, L.P. ("Deerfield Partners") acquired from the Issuer 9,600,000 shares of Class A common stock of the Issuer.

F2: This Form 4 is being filed by the parties listed on the Joint Filer Information Statement attached as an exhibit hereto. Deerfield Partners holds a membership interest in DFHTA Sponsor LLC (the "Sponsor"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners. Deerfield Management Company, L.P. ("Deerfield Management") is the investment manager of Deerfield Partners. James E. Flynn is the sole member of the general partner of each of Deerfield Management and Deerfield Mgmt, L.P. Steven Hochberg, a partner in Deerfield Management, previously served as chief executive officer of the Issuer and, until immediately following consummation of the Business Combination, a member of the Issuer's board of directors.

F3: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by Deerfield Management, Deerfield Partners and the Sponsor 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.

F4: On June 8, 2021, immediately prior to, and conditioned upon the consummation of, the Business Combination, the Sponsor acquired from the Issuer 400,000 shares of Class A common stock of the Issuer.

F5: In connection with the closing of the Business Combination, each share of the Issuer's Class B common stock automatically converted into one share of the Issuer's Class A common stock.

F6: The Class A common stock owned directly by Steven Hochberg and reported herein is held for the benefit, and at the direction, of Deerfield Management.

F7: The Sponsor acquired the Private Placement Warrants from the Issuer in connection with the Issuer's initial public offering on July 21, 2020. As a result of the closing of the Business Combination, the Private Placement Warrants will become exercisable as of the date that is 12 months after the closing of the Issuer's initial public offering (i.e., July 21, 2021). The Private Placement Warrants will expire on June 8, 2026 or earlier upon redemption or liquidation.

F8: Deerfield Partners acquired the Public Warrants in the Issuer's initial public offering on July 21, 2020. As a result of the closing of the Business Combination, the Public Warrants will become exercisable as of the date that is 12 months after the closing of the Issuer's initial public offering (i.e., July 21, 2021). The Public Warrants will expire on June 8, 2026 or earlier upon redemption or liquidation.

DA32 Life Science Tech Acquisition Corp.

Report date July 28, 2023 · Filed August 01, 2023

Jointly reported with DEERFIELD MANAGEMENT COMPANY, L.P., Deerfield Mgmt L.P., Flynn James E

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Class A Common StockSEC Table I · non-derivativeIndirectThrough Deerfield Partners, L.P.0 Reported balance After 2023-07-28 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2023-07-28 · Other · Disposed 1,600,000 · Balance 0

F1: On July 28, 2023, the Issuer redeemed all of its outstanding shares of Class A common stock for a redemption price of approximately $10.31 per share.

F2: This Form 4 is filed jointly by Deerfield Partners, L.P. ("Deerfield Partners"), Deerfield Mgmt, L.P. ("Deerfield Mgmt"), Deerfield Management Company, L.P. (Deerfield Management") and James E. Flynn (collectively, the "Reporting Persons"). Deerfield Mgmt is the general partner of Deerfield Partners. Deerfield Management is the investment manager of Deerfield Partners. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt and Deerfield Management.

F3: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by Deerfield Partners and DA32 Sponsor LLC ("Sponsor") 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 DA32 Sponsor LLC650,000 Reported balance Holding disclosure · report date 2023-07-28 · row 2 Holding and transaction disclosures are not merged.
1 source row

Row 2 · Balance 650,000

F3: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by Deerfield Partners and DA32 Sponsor LLC ("Sponsor") 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.

F4: As one of three managing members of Sponsor, Deerfield Partners may be deemed to beneficially own the securities owned directly by Sponsor. As the general partner of Deerfield Partners, Deerfield Mgmt may be deemed to beneficially own the securities owned directly by Sponsor. As the investment manager of Deerfield Partners, Deerfield Management may be deemed to beneficially own securities owned directly by Sponsor. As the sole member of the general partner of each of Deerfield Management and Deerfield Mgmt, James E. Flynn may be deemed to beneficially own the securities owned directly by Sponsor. The Sponsor and other members of the Sponsor are separately filing a Form 4 with respect to the securities reported herein.

Filing footnotes · ownership attribution and instrument terms

F1: On July 28, 2023, the Issuer redeemed all of its outstanding shares of Class A common stock for a redemption price of approximately $10.31 per share.

F2: This Form 4 is filed jointly by Deerfield Partners, L.P. ("Deerfield Partners"), Deerfield Mgmt, L.P. ("Deerfield Mgmt"), Deerfield Management Company, L.P. (Deerfield Management") and James E. Flynn (collectively, the "Reporting Persons"). Deerfield Mgmt is the general partner of Deerfield Partners. Deerfield Management is the investment manager of Deerfield Partners. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt and Deerfield Management.

F3: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by Deerfield Partners and DA32 Sponsor LLC ("Sponsor") 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.

F4: As one of three managing members of Sponsor, Deerfield Partners may be deemed to beneficially own the securities owned directly by Sponsor. As the general partner of Deerfield Partners, Deerfield Mgmt may be deemed to beneficially own the securities owned directly by Sponsor. As the investment manager of Deerfield Partners, Deerfield Management may be deemed to beneficially own securities owned directly by Sponsor. As the sole member of the general partner of each of Deerfield Management and Deerfield Mgmt, James E. Flynn may be deemed to beneficially own the securities owned directly by Sponsor. The Sponsor and other members of the Sponsor are separately filing a Form 4 with respect to the securities reported herein.

Frazier Lifesciences Acquisition Corp

Report date November 08, 2022 · Filed November 14, 2022

Jointly reported with Flynn James E, Deerfield Mgmt L.P., DEERFIELD MANAGEMENT COMPANY, L.P.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Class A Ordinary SharesSEC Table I · non-derivativeIndirectThrough Deerfield Partners, L.P.2,480,199 Reported balance Holding disclosure · report date 2022-11-08 · row 1 Holding and transaction disclosures are not merged.
1 source row

Row 1 · Balance 2,480,199

F1: This Form 3 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. (the "Fund"). Deerfield Management Company, L.P. is the investment manager of the Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P. and Deerfield Management Company, L.P.

F2: In accordance with Instruction 5 (b)(iv) to Form 3, the entire amount of the Issuer's securities held by the 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.

WarrantsSEC Table II · derivative / convertible security · Conversion / exercise price $11.50IndirectThrough Deerfield Partners, L.P.Not disclosed Reported balance Holding disclosure · report date 2022-11-08 · row 2 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 2 · Balance Not disclosed

F3: The warrants may be exercised only during the period commencing on the date that is thirty days after the date on which the Issuer completes its initial business combination and ending on the earlier to occur of the five year anniversary of the date on which the Issuer consummates its initial business combination and the date that the warrants are redeemed. The Exercise Price is subject to adjustment as provided in the warrants.

F1: This Form 3 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. (the "Fund"). Deerfield Management Company, L.P. is the investment manager of the Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P. and Deerfield Management Company, L.P.

F2: In accordance with Instruction 5 (b)(iv) to Form 3, the entire amount of the Issuer's securities held by the 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: This Form 3 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. (the "Fund"). Deerfield Management Company, L.P. is the investment manager of the Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P. and Deerfield Management Company, L.P.

F2: In accordance with Instruction 5 (b)(iv) to Form 3, the entire amount of the Issuer's securities held by the 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.

F3: The warrants may be exercised only during the period commencing on the date that is thirty days after the date on which the Issuer completes its initial business combination and ending on the earlier to occur of the five year anniversary of the date on which the Issuer consummates its initial business combination and the date that the warrants are redeemed. The Exercise Price is subject to adjustment as provided in the warrants.

GYRE THERAPEUTICS, INC.

Report date March 06, 2018 · Filed March 21, 2018 · Amendment

Jointly reported with Flynn James E, Deerfield Mgmt L.P., DEERFIELD MANAGEMENT COMPANY, L.P., Deerfield Special Situations Fund, L.P.

Amendment: balances below belong to this corrected disclosure, not necessarily a complete replacement of earlier positions.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeIndirectThrough Deerfield Partners, L.P.807,257 Last balance in matching sequence After 2018-03-08 transaction · row 9 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
5 source rows

Row 1 · 2018-03-06 · Sale · Disposed 9,544 · Balance 849,763

F1: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $29.75 to $30.50, 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 (the "Commission"), upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1), (2) and (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, L.P. is the general partner of Deerfield Special Situations Fund, L.P. and Deerfield Partners, L.P. (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. 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.

F6: This Amendment to the Form 4 filed with the Commission on March 8, 2018 (the "Original Filing") is being filed to correctly report the identity of the direct beneficial owners of shares sold on March 6, 2018, March 7, 2018 and March 8, 2018 (as well as the direct holder of shares beneficially owned by the applicable Reporting Persons following such sales) which were incorrectly reported on the March 8, 2018 Form 4 report. The aggregate number of shares sold by the Funds and the aggregate number of shares beneficially owned by the Reporting Persons, as reported in the Original Filing, remains unchanged.

Row 3 · 2018-03-06 · Sale · Disposed 28,498 · Balance 821,265

F2: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $31.00 to $31.21, 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, L.P. is the general partner of Deerfield Special Situations Fund, L.P. and Deerfield Partners, L.P. (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. 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.

F6: This Amendment to the Form 4 filed with the Commission on March 8, 2018 (the "Original Filing") is being filed to correctly report the identity of the direct beneficial owners of shares sold on March 6, 2018, March 7, 2018 and March 8, 2018 (as well as the direct holder of shares beneficially owned by the applicable Reporting Persons following such sales) which were incorrectly reported on the March 8, 2018 Form 4 report. The aggregate number of shares sold by the Funds and the aggregate number of shares beneficially owned by the Reporting Persons, as reported in the Original Filing, remains unchanged.

Row 5 · 2018-03-07 · Sale · Disposed 7,252 · Balance 814,013

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, L.P. is the general partner of Deerfield Special Situations Fund, L.P. and Deerfield Partners, L.P. (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. 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.

F6: This Amendment to the Form 4 filed with the Commission on March 8, 2018 (the "Original Filing") is being filed to correctly report the identity of the direct beneficial owners of shares sold on March 6, 2018, March 7, 2018 and March 8, 2018 (as well as the direct holder of shares beneficially owned by the applicable Reporting Persons following such sales) which were incorrectly reported on the March 8, 2018 Form 4 report. The aggregate number of shares sold by the Funds and the aggregate number of shares beneficially owned by the Reporting Persons, as reported in the Original Filing, remains unchanged.

Row 7 · 2018-03-08 · Sale · Disposed 866 · Balance 813,147

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, L.P. is the general partner of Deerfield Special Situations Fund, L.P. and Deerfield Partners, L.P. (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. 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.

F6: This Amendment to the Form 4 filed with the Commission on March 8, 2018 (the "Original Filing") is being filed to correctly report the identity of the direct beneficial owners of shares sold on March 6, 2018, March 7, 2018 and March 8, 2018 (as well as the direct holder of shares beneficially owned by the applicable Reporting Persons following such sales) which were incorrectly reported on the March 8, 2018 Form 4 report. The aggregate number of shares sold by the Funds and the aggregate number of shares beneficially owned by the Reporting Persons, as reported in the Original Filing, remains unchanged.

Row 9 · 2018-03-08 · Sale · Disposed 5,890 · Balance 807,257

F3: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $29.00 to $29.75, 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, L.P. is the general partner of Deerfield Special Situations Fund, L.P. and Deerfield Partners, L.P. (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. 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.

F6: This Amendment to the Form 4 filed with the Commission on March 8, 2018 (the "Original Filing") is being filed to correctly report the identity of the direct beneficial owners of shares sold on March 6, 2018, March 7, 2018 and March 8, 2018 (as well as the direct holder of shares beneficially owned by the applicable Reporting Persons following such sales) which were incorrectly reported on the March 8, 2018 Form 4 report. The aggregate number of shares sold by the Funds and the aggregate number of shares beneficially owned by the Reporting Persons, as reported in the Original Filing, remains unchanged.

Common StockSEC Table I · non-derivativeIndirectThrough Deerfield Special Situations Fund, L.P.305,965 Last balance in matching sequence After 2018-03-08 transaction · row 10 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
5 source rows

Row 2 · 2018-03-06 · Sale · Disposed 3,617 · Balance 322,076

F1: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $29.75 to $30.50, 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 (the "Commission"), upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1), (2) and (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, L.P. is the general partner of Deerfield Special Situations Fund, L.P. and Deerfield Partners, L.P. (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. 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.

F6: This Amendment to the Form 4 filed with the Commission on March 8, 2018 (the "Original Filing") is being filed to correctly report the identity of the direct beneficial owners of shares sold on March 6, 2018, March 7, 2018 and March 8, 2018 (as well as the direct holder of shares beneficially owned by the applicable Reporting Persons following such sales) which were incorrectly reported on the March 8, 2018 Form 4 report. The aggregate number of shares sold by the Funds and the aggregate number of shares beneficially owned by the Reporting Persons, as reported in the Original Filing, remains unchanged.

Row 4 · 2018-03-06 · Sale · Disposed 10,802 · Balance 311,274

F2: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $31.00 to $31.21, 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, L.P. is the general partner of Deerfield Special Situations Fund, L.P. and Deerfield Partners, L.P. (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. 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.

F6: This Amendment to the Form 4 filed with the Commission on March 8, 2018 (the "Original Filing") is being filed to correctly report the identity of the direct beneficial owners of shares sold on March 6, 2018, March 7, 2018 and March 8, 2018 (as well as the direct holder of shares beneficially owned by the applicable Reporting Persons following such sales) which were incorrectly reported on the March 8, 2018 Form 4 report. The aggregate number of shares sold by the Funds and the aggregate number of shares beneficially owned by the Reporting Persons, as reported in the Original Filing, remains unchanged.

Row 6 · 2018-03-07 · Sale · Disposed 2,748 · Balance 308,526

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, L.P. is the general partner of Deerfield Special Situations Fund, L.P. and Deerfield Partners, L.P. (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. 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.

F6: This Amendment to the Form 4 filed with the Commission on March 8, 2018 (the "Original Filing") is being filed to correctly report the identity of the direct beneficial owners of shares sold on March 6, 2018, March 7, 2018 and March 8, 2018 (as well as the direct holder of shares beneficially owned by the applicable Reporting Persons following such sales) which were incorrectly reported on the March 8, 2018 Form 4 report. The aggregate number of shares sold by the Funds and the aggregate number of shares beneficially owned by the Reporting Persons, as reported in the Original Filing, remains unchanged.

Row 8 · 2018-03-08 · Sale · Disposed 328 · Balance 308,198

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, L.P. is the general partner of Deerfield Special Situations Fund, L.P. and Deerfield Partners, L.P. (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. 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.

F6: This Amendment to the Form 4 filed with the Commission on March 8, 2018 (the "Original Filing") is being filed to correctly report the identity of the direct beneficial owners of shares sold on March 6, 2018, March 7, 2018 and March 8, 2018 (as well as the direct holder of shares beneficially owned by the applicable Reporting Persons following such sales) which were incorrectly reported on the March 8, 2018 Form 4 report. The aggregate number of shares sold by the Funds and the aggregate number of shares beneficially owned by the Reporting Persons, as reported in the Original Filing, remains unchanged.

Row 10 · 2018-03-08 · Sale · Disposed 2,233 · Balance 305,965

F3: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $29.00 to $29.75, 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, L.P. is the general partner of Deerfield Special Situations Fund, L.P. and Deerfield Partners, L.P. (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. 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.

F6: This Amendment to the Form 4 filed with the Commission on March 8, 2018 (the "Original Filing") is being filed to correctly report the identity of the direct beneficial owners of shares sold on March 6, 2018, March 7, 2018 and March 8, 2018 (as well as the direct holder of shares beneficially owned by the applicable Reporting Persons following such sales) which were incorrectly reported on the March 8, 2018 Form 4 report. The aggregate number of shares sold by the Funds and the aggregate number of shares beneficially owned by the Reporting Persons, as reported in the Original Filing, remains unchanged.

Filing footnotes · ownership attribution and instrument terms

F1: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $29.75 to $30.50, 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 (the "Commission"), upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1), (2) and (3) of this Form 4.

F2: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $31.00 to $31.21, inclusive.

F3: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $29.00 to $29.75, 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, L.P. is the general partner of Deerfield Special Situations Fund, L.P. and Deerfield Partners, L.P. (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. 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.

F6: This Amendment to the Form 4 filed with the Commission on March 8, 2018 (the "Original Filing") is being filed to correctly report the identity of the direct beneficial owners of shares sold on March 6, 2018, March 7, 2018 and March 8, 2018 (as well as the direct holder of shares beneficially owned by the applicable Reporting Persons following such sales) which were incorrectly reported on the March 8, 2018 Form 4 report. The aggregate number of shares sold by the Funds and the aggregate number of shares beneficially owned by the Reporting Persons, as reported in the Original Filing, remains unchanged.

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.

Peak Bio, Inc.

Report date February 01, 2020 · Filed February 04, 2021

Jointly reported with Flynn James E, DEERFIELD MANAGEMENT COMPANY, L.P., Deerfield Mgmt L.P.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeIndirectThrough Deerfield Partners, L.P.725,000 Reported balance Holding disclosure · report date 2020-02-01 · row 1 Holding and transaction disclosures are not merged.
1 source row

Row 1 · Balance 725,000

F1: The common stock and warrants reported herein are included as part of an aggregate of 725,000 Units of the Issuer held by Deerfield Partners, L.P. Each Unit consists of (i) one share of common stock of the Issuer and (ii) one-half of one redeemable warrant (the "Public Warrants"). Each whole Public Warrant entitles the holder to purchase one share of the Issuer's common stock.

F2: This Form 3 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. (the "Fund"). Deerfield Management Company, L.P. is the investment manager of the Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P. and Deerfield Management Company, L.P.

F3: In accordance with Instruction 5 (b)(iv) to Form 3, the entire amount of the Issuer's securities held by the 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.

WarrantsSEC Table II · derivative / convertible security · Conversion / exercise price $11.50IndirectThrough Deerfield Partners, L.P.Not disclosed Reported balance Holding disclosure · report date 2020-02-01 · row 2 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 2 · Balance Not disclosed

F1: The common stock and warrants reported herein are included as part of an aggregate of 725,000 Units of the Issuer held by Deerfield Partners, L.P. Each Unit consists of (i) one share of common stock of the Issuer and (ii) one-half of one redeemable warrant (the "Public Warrants"). Each whole Public Warrant entitles the holder to purchase one share of the Issuer's common stock.

F4: The Public Warrants may be exercised only during the period commencing on the date that is thirty days after the date on which the Issuer completes its initial business combination and ending on the earlier to occur of the five year anniversary of the date on which the Issuer consummates its initial business combination and the date that the warrants are redeemed.

F2: This Form 3 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. (the "Fund"). Deerfield Management Company, L.P. is the investment manager of the Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P. and Deerfield Management Company, L.P.

F3: In accordance with Instruction 5 (b)(iv) to Form 3, the entire amount of the Issuer's securities held by the 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: The common stock and warrants reported herein are included as part of an aggregate of 725,000 Units of the Issuer held by Deerfield Partners, L.P. Each Unit consists of (i) one share of common stock of the Issuer and (ii) one-half of one redeemable warrant (the "Public Warrants"). Each whole Public Warrant entitles the holder to purchase one share of the Issuer's common stock.

F2: This Form 3 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. (the "Fund"). Deerfield Management Company, L.P. is the investment manager of the Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P. and Deerfield Management Company, L.P.

F3: In accordance with Instruction 5 (b)(iv) to Form 3, the entire amount of the Issuer's securities held by the 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.

F4: The Public Warrants may be exercised only during the period commencing on the date that is thirty days after the date on which the Issuer completes its initial business combination and ending on the earlier to occur of the five year anniversary of the date on which the Issuer consummates its initial business combination and the date that the warrants are redeemed.

Protara Therapeutics, Inc.

Report date November 30, 2017 · Filed December 04, 2017

Jointly reported with Flynn James E, DEERFIELD MANAGEMENT COMPANY, L.P., Deerfield Mgmt L.P., Deerfield International Master Fund, L.P.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeIndirectThrough Deerfield Partners, L.P.197,424 Reported balance After 2017-11-30 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2017-11-30 · Purchase · Acquired 110,557 · Balance 197,424

F1: The shares listed in column 4 of Table I above were transferred by Deerfield International Master Fund, L.P. to Deerfield Partners, L.P.

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, L.P. is the general partner of Deerfield International Master Fund, L.P. and Deerfield Partners, L.P. (collectively, 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. and Deerfield Management Company, L.P.

F3: 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 International Master Fund, L.P.0 Reported balance After 2017-11-30 transaction · row 2 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 2 · 2017-11-30 · Sale · Disposed 110,557 · Balance 0

F1: The shares listed in column 4 of Table I above were transferred by Deerfield International Master Fund, L.P. to Deerfield Partners, L.P.

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, L.P. is the general partner of Deerfield International Master Fund, L.P. and Deerfield Partners, L.P. (collectively, 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. and Deerfield Management Company, L.P.

F3: 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-derivativeIndirectDeerfield Special Situations Fund, L.P.149,676 Reported balance Holding disclosure · report date 2017-11-30 · row 3 Holding and transaction disclosures are not merged.
1 source row

Row 3 · Balance 149,676

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, L.P. is the general partner of Deerfield International Master Fund, L.P. and Deerfield Partners, L.P. (collectively, 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. and Deerfield Management Company, L.P.

F3: 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-derivativeIndirectDeerfield Private Design Fund III, L.P.877,799 Reported balance Holding disclosure · report date 2017-11-30 · row 4 Holding and transaction disclosures are not merged.
1 source row

Row 4 · Balance 877,799

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, L.P. is the general partner of Deerfield International Master Fund, L.P. and Deerfield Partners, L.P. (collectively, 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. and Deerfield Management Company, L.P.

F3: 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 shares listed in column 4 of Table I above were transferred by Deerfield International Master Fund, L.P. to Deerfield Partners, L.P.

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, L.P. is the general partner of Deerfield International Master Fund, L.P. and Deerfield Partners, L.P. (collectively, 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. and Deerfield Management Company, L.P.

F3: 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 IV, L.P.7,484,871 Last balance in matching sequence After 2021-06-01 transaction · row 4 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
3 source rows

Row 1 · 2021-06-01 · Conversion · Acquired 6,457,723 · Balance 6,457,723

F1: Each share of Series B Preferred Stock automatically converted into one share of the Issuer's common stock upon the closing of the Issuer's initial public offering.

F6: 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 Fund IV. Deerfield Mgmt, L.P. is the general partner of Deerfield Partners (collectively with Fund IV, the "Funds"). Deerfield Management 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, L.P. and Deerfield Management.

F7: 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 · 2021-06-01 · Conversion · Acquired 577,148 · Balance 7,034,871

F2: The 6% Convertible Note due 2023 held by Deerfield Private Design Fund IV, L.P. ("Fund IV") automatically converted into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering.

F6: 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 Fund IV. Deerfield Mgmt, L.P. is the general partner of Deerfield Partners (collectively with Fund IV, the "Funds"). Deerfield Management 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, L.P. and Deerfield Management.

F7: 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 · 2021-06-01 · Purchase · Acquired 450,000 · Balance 7,484,871

F6: 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 Fund IV. Deerfield Mgmt, L.P. is the general partner of Deerfield Partners (collectively with Fund IV, the "Funds"). Deerfield Management 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, L.P. and Deerfield Management.

F7: 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.1,627,148 Last balance in matching sequence After 2021-06-01 transaction · row 5 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rows

Row 3 · 2021-06-01 · Conversion · Acquired 577,148 · Balance 577,148

F3: The 6% Convertible Note due 2023 held by Deerfield Partners, L.P. ("Deerfield Partners") automatically converted into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering.

F6: 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 Fund IV. Deerfield Mgmt, L.P. is the general partner of Deerfield Partners (collectively with Fund IV, the "Funds"). Deerfield Management 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, L.P. and Deerfield Management.

F7: 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 · 2021-06-01 · Purchase · Acquired 1,050,000 · Balance 1,627,148

F6: 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 Fund IV. Deerfield Mgmt, L.P. is the general partner of Deerfield Partners (collectively with Fund IV, the "Funds"). Deerfield Management 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, L.P. and Deerfield Management.

F7: 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 IV, L.P.0 Reported balance After 2021-06-01 transaction · row 6 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 6 · 2021-06-01 · Conversion · Disposed 6,457,723 · Balance 0

F1: Each share of Series B Preferred Stock automatically converted into one share of the Issuer's common stock upon the closing of the Issuer's initial public offering.

F6: 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 Fund IV. Deerfield Mgmt, L.P. is the general partner of Deerfield Partners (collectively with Fund IV, the "Funds"). Deerfield Management 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, L.P. and Deerfield Management.

F7: 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.

6% Convertible Note due 2023SEC Table II · derivative / convertible security · Conversion / exercise price $17.60IndirectThrough Deerfield Private Design Fund IV, L.P.0 Reported balance After 2021-06-01 transaction · row 7 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 7 · 2021-06-01 · Conversion · Disposed Not disclosed · Balance 0

F2: The 6% Convertible Note due 2023 held by Deerfield Private Design Fund IV, L.P. ("Fund IV") automatically converted into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering.

F6: 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 Fund IV. Deerfield Mgmt, L.P. is the general partner of Deerfield Partners (collectively with Fund IV, the "Funds"). Deerfield Management 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, L.P. and Deerfield Management.

F7: 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.

6% Convertible Note due 2023SEC Table II · derivative / convertible security · Conversion / exercise price $17.60IndirectThrough Deerfield Partners, L.P.0 Reported balance After 2021-06-01 transaction · row 8 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 8 · 2021-06-01 · Conversion · Disposed Not disclosed · Balance 0

F3: The 6% Convertible Note due 2023 held by Deerfield Partners, L.P. ("Deerfield Partners") automatically converted into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering.

F6: 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 Fund IV. Deerfield Mgmt, L.P. is the general partner of Deerfield Partners (collectively with Fund IV, the "Funds"). Deerfield Management 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, L.P. and Deerfield Management.

F7: 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 $0.63 · Expires 2030-03-18IndirectThrough Deerfield Management Company, L.P.30,000 Reported balance Holding disclosure · report date 2021-06-01 · row 9 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 9 · Balance 30,000

F4: No transaction is being reported at this time. This line is only reporting holdings as of the date hereof.

F5: The option granted to Andrew ElBardissi and reported herein is held for the benefit, and at the direction, of Deerfield Management Company, L.P. ("Deerfield Management").

F6: 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 Fund IV. Deerfield Mgmt, L.P. is the general partner of Deerfield Partners (collectively with Fund IV, the "Funds"). Deerfield Management 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, L.P. and Deerfield Management.

F7: 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 one share of the Issuer's common stock upon the closing of the Issuer's initial public offering.

F2: The 6% Convertible Note due 2023 held by Deerfield Private Design Fund IV, L.P. ("Fund IV") automatically converted into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering.

F3: The 6% Convertible Note due 2023 held by Deerfield Partners, L.P. ("Deerfield Partners") automatically converted into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering.

F4: No transaction is being reported at this time. This line is only reporting holdings as of the date hereof.

F5: The option granted to Andrew ElBardissi and reported herein is held for the benefit, and at the direction, of Deerfield Management Company, L.P. ("Deerfield Management").

F6: 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 Fund IV. Deerfield Mgmt, L.P. is the general partner of Deerfield Partners (collectively with Fund IV, the "Funds"). Deerfield Management 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, L.P. and Deerfield Management.

F7: 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 (25)

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

Section 16 reporting ended · disclosed 2018-07-23. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeIndirectThrough Deerfield Private Design Fund III, L.P.2,675,638 Reported balance Holding disclosure · report date 2018-07-23 · row 1 Holding and transaction disclosures are not merged.
1 source row

Row 1 · Balance 2,675,638

F1: This Statement of Changes in Beneficial Ownership is being filed by the Reporting Persons (as defined below) to report changes in beneficial ownership that resulted from each Fund (as defined below) closing short positions that were established prior to the Reporting Persons becoming subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934, as amended, with respect to the securities of the Issuer by delivering shares to applicable broker(s). Upon the closing of such short positions, the Reporting Persons ceased to be subject to such reporting requirements with respect to securities of the Issuer.

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. and Deerfield Special Situations Fund, L.P. (collectively with Fund III, 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 III, L.P., Deerfield Mgmt, 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 Partners, L.P.1,027,056 Reported balance Holding disclosure · report date 2018-07-23 · row 2 Holding and transaction disclosures are not merged.
1 source row

Row 2 · Balance 1,027,056

F1: This Statement of Changes in Beneficial Ownership is being filed by the Reporting Persons (as defined below) to report changes in beneficial ownership that resulted from each Fund (as defined below) closing short positions that were established prior to the Reporting Persons becoming subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934, as amended, with respect to the securities of the Issuer by delivering shares to applicable broker(s). Upon the closing of such short positions, the Reporting Persons ceased to be subject to such reporting requirements with respect to securities of the Issuer.

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. and Deerfield Special Situations Fund, L.P. (collectively with Fund III, 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 III, L.P., Deerfield Mgmt, 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 Special Situations Fund, L.P.188,357 Reported balance Holding disclosure · report date 2018-07-23 · row 3 Holding and transaction disclosures are not merged.
1 source row

Row 3 · Balance 188,357

F1: This Statement of Changes in Beneficial Ownership is being filed by the Reporting Persons (as defined below) to report changes in beneficial ownership that resulted from each Fund (as defined below) closing short positions that were established prior to the Reporting Persons becoming subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934, as amended, with respect to the securities of the Issuer by delivering shares to applicable broker(s). Upon the closing of such short positions, the Reporting Persons ceased to be subject to such reporting requirements with respect to securities of the Issuer.

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. and Deerfield Special Situations Fund, L.P. (collectively with Fund III, 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 III, L.P., Deerfield Mgmt, 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: This Statement of Changes in Beneficial Ownership is being filed by the Reporting Persons (as defined below) to report changes in beneficial ownership that resulted from each Fund (as defined below) closing short positions that were established prior to the Reporting Persons becoming subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934, as amended, with respect to the securities of the Issuer by delivering shares to applicable broker(s). Upon the closing of such short positions, the Reporting Persons ceased to be subject to such reporting requirements with respect to securities of the Issuer.

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. and Deerfield Special Situations Fund, L.P. (collectively with Fund III, 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 III, L.P., Deerfield Mgmt, 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.

Aclaris Therapeutics, Inc.

Report date June 27, 2019 · Filed July 01, 2019

Jointly reported with Flynn James E, Deerfield Mgmt L.P., DEERFIELD MANAGEMENT COMPANY, L.P., Deerfield Special Situations Fund, L.P.

Section 16 reporting ended · disclosed 2019-07-01. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeIndirectThrough Deerfield Special Situations Fund, L.P.964,101 Reported balance After 2019-06-27 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2019-06-27 · Sale · Disposed 108,674 · Balance 964,101

F1: The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $2.50 to $2.98, 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, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners") and Deerfield Special Situations Fund, L.P. (collectively with 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. 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 Partners, L.P.3,159,165 Reported balance After 2019-06-27 transaction · row 2 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 2 · 2019-06-27 · Sale · Disposed 590,801 · Balance 3,159,165

F1: The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $2.50 to $2.98, 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, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners") and Deerfield Special Situations Fund, L.P. (collectively with 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. 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 $2.50 to $2.98, 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, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners") and Deerfield Special Situations Fund, L.P. (collectively with 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. 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.

Section 16 reporting ended · disclosed 2024-03-12. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Class A Common StockSEC Table I · non-derivativeIndirectThrough Deerfield Partners, L.P.11,528,863 Last balance in matching sequence After 2024-03-12 transaction · row 5 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
5 source rows

Row 1 · 2024-03-08 · Sale · Disposed 47,992 · Balance 11,830,871

F1: The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $10.85 to $10.99, 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, 4, 5, 6 and 7 of this Form 4

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 IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners (collectively with Fund IV, the "Funds"). Deerfield Management Company, L.P. ("Deerfield Management") 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, L.P. and Deerfield Management.

F3: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds or for the benefit of Deerfield Management 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 · 2024-03-08 · Sale · Disposed 4,495 · Balance 11,826,376

F4: The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $11.00 to $11.04, inclusive.

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 IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners (collectively with Fund IV, the "Funds"). Deerfield Management Company, L.P. ("Deerfield Management") 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, L.P. and Deerfield Management.

F3: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds or for the benefit of Deerfield Management 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 · 2024-03-11 · Sale · Disposed 94,567 · Balance 11,731,809

F5: The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $10.83 to $10.99, inclusive.

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 IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners (collectively with Fund IV, the "Funds"). Deerfield Management Company, L.P. ("Deerfield Management") 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, L.P. and Deerfield Management.

F3: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds or for the benefit of Deerfield Management 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 · 2024-03-11 · Sale · Disposed 88,040 · Balance 11,643,769

F6: The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $11.00 to $11.26, inclusive.

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 IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners (collectively with Fund IV, the "Funds"). Deerfield Management Company, L.P. ("Deerfield Management") 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, L.P. and Deerfield Management.

F3: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds or for the benefit of Deerfield Management 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 · 2024-03-12 · Sale · Disposed 114,906 · Balance 11,528,863

F7: The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $10.69 to $10.70, inclusive.

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 IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners (collectively with Fund IV, the "Funds"). Deerfield Management Company, L.P. ("Deerfield Management") 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, L.P. and Deerfield Management.

F3: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds or for the benefit of Deerfield Management 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 Private Design Fund IV, L.P.1,709,077 Reported balance Holding disclosure · report date 2024-03-08 · row 6 Holding and transaction disclosures are not merged.
1 source row

Row 6 · Balance 1,709,077

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 IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners (collectively with Fund IV, the "Funds"). Deerfield Management Company, L.P. ("Deerfield Management") 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, L.P. and Deerfield Management.

F3: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds or for the benefit of Deerfield Management 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 Management Company, L.P.20,000 Reported balance Holding disclosure · report date 2024-03-08 · row 7 Holding and transaction disclosures are not merged.
1 source row

Row 7 · Balance 20,000

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 IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners (collectively with Fund IV, the "Funds"). Deerfield Management Company, L.P. ("Deerfield Management") 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, L.P. and Deerfield Management.

F3: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds or for the benefit of Deerfield Management 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.

F8: Steven Hochberg, a partner in Deerfield Management, previously served as a director of the Issuer until the expiration of his term as a director upon the consummation of the Issuer's initial business combination. The Class A Common Stock owned by Steven Hochberg and reported herein is held for the benefit, and at the direction, of Deerfield Management.

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 $10.85 to $10.99, 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, 4, 5, 6 and 7 of this Form 4

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 IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners (collectively with Fund IV, the "Funds"). Deerfield Management Company, L.P. ("Deerfield Management") 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, L.P. and Deerfield Management.

F3: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds or for the benefit of Deerfield Management 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.

F4: The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $11.00 to $11.04, inclusive.

F5: The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $10.83 to $10.99, inclusive.

F6: The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $11.00 to $11.26, inclusive.

F7: The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $10.69 to $10.70, inclusive.

F8: Steven Hochberg, a partner in Deerfield Management, previously served as a director of the Issuer until the expiration of his term as a director upon the consummation of the Issuer's initial business combination. The Class A Common Stock owned by Steven Hochberg and reported herein is held for the benefit, and at the direction, of Deerfield Management.

Section 16 reporting ended · disclosed 2020-07-28. 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.808,914 Last balance in matching sequence After 2020-07-28 transaction · row 3 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rows

Row 1 · 2020-07-28 · Conversion · Acquired 458,914 · Balance 458,914

F1: Each share of Series D Preferred Stock automatically converted into approximately 0.11351 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering. The number of shares reported herein gives effect to the 1-for-8.81 reverse split of the Issuer's common stock effected by the Issuer on July 17, 2020 in connection with its initial public offering.

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 IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, 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, L.P., Deerfield Mgmt IV, 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 3 · 2020-07-28 · Purchase · Acquired 350,000 · Balance 808,914

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 IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, 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, L.P., Deerfield Mgmt IV, 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 Partners, L.P.808,914 Last balance in matching sequence After 2020-07-28 transaction · row 4 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rows

Row 2 · 2020-07-28 · Conversion · Acquired 458,914 · Balance 458,914

F1: Each share of Series D Preferred Stock automatically converted into approximately 0.11351 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering. The number of shares reported herein gives effect to the 1-for-8.81 reverse split of the Issuer's common stock effected by the Issuer on July 17, 2020 in connection with its initial public offering.

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 IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, 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, L.P., Deerfield Mgmt IV, 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 4 · 2020-07-28 · Purchase · Acquired 350,000 · Balance 808,914

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 IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, 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, L.P., Deerfield Mgmt IV, 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.

Series D Preferred StockSEC Table II · derivative / convertible securityIndirectThrough Deerfield Private Design Fund IV, L.P.0 Reported balance After 2020-07-28 transaction · row 5 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 5 · 2020-07-28 · Conversion · Disposed 4,043,032 · Balance 0

F1: Each share of Series D Preferred Stock automatically converted into approximately 0.11351 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering. The number of shares reported herein gives effect to the 1-for-8.81 reverse split of the Issuer's common stock effected by the Issuer on July 17, 2020 in connection with its initial public offering.

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 IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, 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, L.P., Deerfield Mgmt IV, 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.

Series D Preferred StockSEC Table II · derivative / convertible securityIndirectThrough Deerfield Partners, L.P.0 Reported balance After 2020-07-28 transaction · row 6 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 6 · 2020-07-28 · Conversion · Disposed 4,043,031 · Balance 0

F1: Each share of Series D Preferred Stock automatically converted into approximately 0.11351 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering. The number of shares reported herein gives effect to the 1-for-8.81 reverse split of the Issuer's common stock effected by the Issuer on July 17, 2020 in connection with its initial public offering.

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 IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, 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, L.P., Deerfield Mgmt IV, 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: Each share of Series D Preferred Stock automatically converted into approximately 0.11351 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering. The number of shares reported herein gives effect to the 1-for-8.81 reverse split of the Issuer's common stock effected by the Issuer on July 17, 2020 in connection with its initial public offering.

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 IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, 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, L.P., Deerfield Mgmt IV, 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.

Section 16 reporting ended · disclosed 2024-09-17. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeIndirectThrough Deerfield Partners, L.P.897,587 Last balance in matching sequence After 2024-09-17 transaction · row 3 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rows

Row 1 · 2024-09-17 · Conversion · Acquired 862,587 · Balance 862,587

F1: Each share of Series C Preferred Stock automatically converted into approximately 0.1082 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-9.2435 reverse split of the Issuer's common stock effected by the Issuer in September 2024).

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, L.P. is the general partner of Deerfield Partners, L.P. (the "Fund"). Deerfield Mgmt V, L.P. is the general partner of Deerfield Private Design Fund V, L.P. ("Fund V"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. (together with Fund V, 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 V, L.P., Deerfield Mgmt, 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 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 · 2024-09-17 · Purchase · Acquired 35,000 · Balance 897,587

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, L.P. is the general partner of Deerfield Partners, L.P. (the "Fund"). Deerfield Mgmt V, L.P. is the general partner of Deerfield Private Design Fund V, L.P. ("Fund V"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. (together with Fund V, 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 V, L.P., Deerfield Mgmt, 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 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.

Common StockSEC Table I · non-derivativeIndirectThrough Deerfield Private Design Fund V, L.P.897,587 Last balance in matching sequence After 2024-09-17 transaction · row 4 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rows

Row 2 · 2024-09-17 · Conversion · Acquired 862,587 · Balance 862,587

F1: Each share of Series C Preferred Stock automatically converted into approximately 0.1082 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-9.2435 reverse split of the Issuer's common stock effected by the Issuer in September 2024).

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, L.P. is the general partner of Deerfield Partners, L.P. (the "Fund"). Deerfield Mgmt V, L.P. is the general partner of Deerfield Private Design Fund V, L.P. ("Fund V"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. (together with Fund V, 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 V, L.P., Deerfield Mgmt, 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 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 · 2024-09-17 · Purchase · Acquired 35,000 · Balance 897,587

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, L.P. is the general partner of Deerfield Partners, L.P. (the "Fund"). Deerfield Mgmt V, L.P. is the general partner of Deerfield Private Design Fund V, L.P. ("Fund V"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. (together with Fund V, 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 V, L.P., Deerfield Mgmt, 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 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 Partners, L.P.0 Reported balance After 2024-09-17 transaction · row 5 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 5 · 2024-09-17 · Conversion · Disposed 7,973,325 · Balance 0

F1: Each share of Series C Preferred Stock automatically converted into approximately 0.1082 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-9.2435 reverse split of the Issuer's common stock effected by the Issuer in September 2024).

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, L.P. is the general partner of Deerfield Partners, L.P. (the "Fund"). Deerfield Mgmt V, L.P. is the general partner of Deerfield Private Design Fund V, L.P. ("Fund V"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. (together with Fund V, 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 V, L.P., Deerfield Mgmt, 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 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 V, L.P.0 Reported balance After 2024-09-17 transaction · row 6 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 6 · 2024-09-17 · Conversion · Disposed 7,973,325 · Balance 0

F1: Each share of Series C Preferred Stock automatically converted into approximately 0.1082 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-9.2435 reverse split of the Issuer's common stock effected by the Issuer in September 2024).

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, L.P. is the general partner of Deerfield Partners, L.P. (the "Fund"). Deerfield Mgmt V, L.P. is the general partner of Deerfield Private Design Fund V, L.P. ("Fund V"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. (together with Fund V, 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 V, L.P., Deerfield Mgmt, 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 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 C Preferred Stock automatically converted into approximately 0.1082 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-9.2435 reverse split of the Issuer's common stock effected by the Issuer in September 2024).

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, L.P. is the general partner of Deerfield Partners, L.P. (the "Fund"). Deerfield Mgmt V, L.P. is the general partner of Deerfield Private Design Fund V, L.P. ("Fund V"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. (together with Fund V, 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 V, L.P., Deerfield Mgmt, 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 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.

Black Diamond Therapeutics, Inc.

Report date February 03, 2020 · Filed February 03, 2020

Jointly reported with Flynn James E, Deerfield Mgmt L.P., DEERFIELD MANAGEMENT COMPANY, L.P.

Section 16 reporting ended · disclosed 2020-02-03. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeIndirectThrough Deerfield Partners, L.P.778,790 Last balance in matching sequence After 2020-02-03 transaction · row 2 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rows

Row 1 · 2020-02-03 · Conversion · Acquired 378,790 · Balance 378,790

F1: Each share of Series C Preferred Stock automatically converted into 0.3315859 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-3.01581 reverse stock split of the Issuer's common stock effected by the Issuer on January 21, 2020).

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, L.P. is the general partner and Deerfield Management Company, L.P. is the investment manager of Deerfield Partners, L.P. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, 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 Deerfield Partners, L.P. 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 · 2020-02-03 · Purchase · Acquired 400,000 · Balance 778,790

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, L.P. is the general partner and Deerfield Management Company, L.P. is the investment manager of Deerfield Partners, L.P. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, 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 Deerfield Partners, L.P. 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 2020-02-03 transaction · row 3 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 3 · 2020-02-03 · Conversion · Disposed 1,142,361 · Balance 0

F1: Each share of Series C Preferred Stock automatically converted into 0.3315859 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-3.01581 reverse stock split of the Issuer's common stock effected by the Issuer on January 21, 2020).

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, L.P. is the general partner and Deerfield Management Company, L.P. is the investment manager of Deerfield Partners, L.P. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, 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 Deerfield Partners, L.P. 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 C Preferred Stock automatically converted into 0.3315859 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-3.01581 reverse stock split of the Issuer's common stock effected by the Issuer on January 21, 2020).

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, L.P. is the general partner and Deerfield Management Company, L.P. is the investment manager of Deerfield Partners, L.P. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, 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 Deerfield Partners, L.P. 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 2019-10-30. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeIndirectThrough Deerfield Special Situations Fund, L.P.464,253 Reported balance After 2019-10-29 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2019-10-29 · Conversion · Acquired 464,253 · Balance 464,253

F1: Each share of Series B Preferred Stock automatically converted into 0.66666667 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-1.5 reverse stock split of the Issuer's common stock effected by the Issuer on October 16, 2019).

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 IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. and Deerfield Special Situations 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, 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 IV, L.P.464,253 Reported balance After 2019-10-29 transaction · row 2 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 2 · 2019-10-29 · Conversion · Acquired 464,253 · Balance 464,253

F1: Each share of Series B Preferred Stock automatically converted into 0.66666667 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-1.5 reverse stock split of the Issuer's common stock effected by the Issuer on October 16, 2019).

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 IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. and Deerfield Special Situations 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, 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 Partners, L.P.700,000 Reported balance After 2019-10-29 transaction · row 3 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 3 · 2019-10-29 · Purchase · Acquired 700,000 · Balance 700,000

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 IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. and Deerfield Special Situations 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, 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.

Series B Preferred StockSEC Table II · derivative / convertible securityIndirectThrough Deerfield Private Design Fund IV, L.P.0 Reported balance After 2019-10-29 transaction · row 4 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 4 · 2019-10-29 · Conversion · Disposed 696,379 · Balance 0

F1: Each share of Series B Preferred Stock automatically converted into 0.66666667 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-1.5 reverse stock split of the Issuer's common stock effected by the Issuer on October 16, 2019).

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 IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. and Deerfield Special Situations 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, 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.

Series B Preferred StockSEC Table II · derivative / convertible securityIndirectThrough Deerfield Special Situations Fund, L.P.0 Reported balance After 2019-10-29 transaction · row 5 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 5 · 2019-10-29 · Conversion · Disposed 696,379 · Balance 0

F1: Each share of Series B Preferred Stock automatically converted into 0.66666667 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-1.5 reverse stock split of the Issuer's common stock effected by the Issuer on October 16, 2019).

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 IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. and Deerfield Special Situations 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, 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: Each share of Series B Preferred Stock automatically converted into 0.66666667 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-1.5 reverse stock split of the Issuer's common stock effected by the Issuer on October 16, 2019).

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 IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. and Deerfield Special Situations 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, 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.

Generation Bio Co.

Report date June 16, 2020 · Filed June 16, 2020

Jointly reported with Flynn James E, Deerfield Mgmt L.P., DEERFIELD MANAGEMENT COMPANY, L.P.

Section 16 reporting ended · disclosed 2020-06-16. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeIndirectThrough Deerfield Partners, L.P.1,186,215 Last balance in matching sequence After 2020-06-16 transaction · row 3 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
3 source rows

Row 1 · 2020-06-16 · Conversion · Acquired 703,332 · Balance 703,332

F1: Each share of Series B Preferred Stock automatically converted into 1.554614 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering. The number of shares reported herein gives effect to the 1-for-1.7663 reverse split of the Issuer's common stock effected by the Issuer on June 5, 2020 in connection with its initial public offering.

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, L.P. is the general partner of Deerfield Partners, L.P. (the "Fund"). Deerfield Management Company, L.P. is the investment manager of the Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, 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 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 2 · 2020-06-16 · Conversion · Acquired 257,883 · Balance 961,215

F2: Each share of Series C Preferred Stock automatically converted into 1.766304 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering. The number of shares reported herein gives effect to the 1-for-1.7663 reverse split of the Issuer's common stock effected by the Issuer on June 5, 2020 in connection with its initial public offering.

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, L.P. is the general partner of Deerfield Partners, L.P. (the "Fund"). Deerfield Management Company, L.P. is the investment manager of the Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, 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 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 · 2020-06-16 · Purchase · Acquired 225,000 · Balance 1,186,215

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, L.P. is the general partner of Deerfield Partners, L.P. (the "Fund"). Deerfield Management Company, L.P. is the investment manager of the Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, 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 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 Partners, L.P.0 Reported balance After 2020-06-16 transaction · row 4 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 4 · 2020-06-16 · Conversion · Disposed 1,093,410 · Balance 0

F1: Each share of Series B Preferred Stock automatically converted into 1.554614 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering. The number of shares reported herein gives effect to the 1-for-1.7663 reverse split of the Issuer's common stock effected by the Issuer on June 5, 2020 in connection with its initial public offering.

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, L.P. is the general partner of Deerfield Partners, L.P. (the "Fund"). Deerfield Management Company, L.P. is the investment manager of the Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, 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 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 Partners, L.P.0 Reported balance After 2020-06-16 transaction · row 5 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 5 · 2020-06-16 · Conversion · Disposed 455,500 · Balance 0

F2: Each share of Series C Preferred Stock automatically converted into 1.766304 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering. The number of shares reported herein gives effect to the 1-for-1.7663 reverse split of the Issuer's common stock effected by the Issuer on June 5, 2020 in connection with its initial public offering.

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, L.P. is the general partner of Deerfield Partners, L.P. (the "Fund"). Deerfield Management Company, L.P. is the investment manager of the Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, 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 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 B Preferred Stock automatically converted into 1.554614 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering. The number of shares reported herein gives effect to the 1-for-1.7663 reverse split of the Issuer's common stock effected by the Issuer on June 5, 2020 in connection with its initial public offering.

F2: Each share of Series C Preferred Stock automatically converted into 1.766304 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering. The number of shares reported herein gives effect to the 1-for-1.7663 reverse split of the Issuer's common stock effected by the Issuer on June 5, 2020 in connection with its initial public offering.

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, L.P. is the general partner of Deerfield Partners, L.P. (the "Fund"). Deerfield Management Company, L.P. is the investment manager of the Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, 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 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.

Keenova Therapeutics plc

Report date May 09, 2018 · Filed May 10, 2018

Jointly reported with Flynn James E, Deerfield Mgmt L.P., DEERFIELD MANAGEMENT COMPANY, L.P.

Section 16 reporting ended · disclosed 2018-05-10. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Ordinary Shares, $0.20 par valueSEC Table I · non-derivativeIndirectThrough Deerfield Partners, L.P.8,308,455 Last balance in matching sequence After 2018-05-09 transaction · row 2 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rows

Row 1 · 2018-05-09 · Sale · Disposed 110,922 · Balance 8,510,461

F1: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $12.40 to $13.395, 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) and (2) of this Form 4.

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, L.P. is the general partner of Deerfield Partners, L.P. (the "Fund"). Deerfield Management Company, L.P. is the investment manager of the Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, 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 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 2 · 2018-05-09 · Sale · Disposed 202,006 · Balance 8,308,455

F2: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $13.40 to $14.29, inclusive.

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, L.P. is the general partner of Deerfield Partners, L.P. (the "Fund"). Deerfield Management Company, L.P. is the investment manager of the Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, 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 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: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $12.40 to $13.395, 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) and (2) of this Form 4.

F2: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $13.40 to $14.29, inclusive.

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, L.P. is the general partner of Deerfield Partners, L.P. (the "Fund"). Deerfield Management Company, L.P. is the investment manager of the Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, 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 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.

Kiniksa Pharmaceuticals International, plc

Report date May 29, 2018 · Filed May 31, 2018

Jointly reported with Flynn James E, Deerfield Mgmt L.P., DEERFIELD MANAGEMENT COMPANY, L.P., Deerfield Special Situations Fund, L.P.

Section 16 reporting ended · disclosed 2018-05-31. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Class A Common StockSEC Table I · non-derivativeIndirectThrough Deerfield Special Situations Fund, L.P.383,538 Reported balance After 2018-05-29 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2018-05-29 · Conversion · Acquired 383,538 · Balance 383,538

F1: Each share of Series C Preferred Stock converted into one share of the Issuer's Class A Common Stock upon the closing of the Issuer's initial public offering. The number of shares reported herein gives effect to the 1-for-2.73235 reverse stock split of the Issuer's common stock and preferred stock effected by the Issuer in connection with its initial public offering.

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, L.P. is the general partner of each of Deerfield Partners, L.P. and Deerfield Special Situations Fund, L.P. (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. and Deerfield Management Company, L.P.

F6: 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.843,352 Last balance in matching sequence After 2018-05-29 transaction · row 5 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
4 source rows

Row 2 · 2018-05-29 · Purchase · Acquired 333,333 · Balance 333,333

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, L.P. is the general partner of each of Deerfield Partners, L.P. and Deerfield Special Situations Fund, L.P. (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. and Deerfield Management Company, L.P.

F6: 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 · 2018-05-29 · Purchase · Acquired 250,000 · Balance 583,333

F2: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $19.30 to $20.00, 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 purchased at each separate price within the ranges set forth in footnotes (2), (3) and (4) of this Form 4.

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, L.P. is the general partner of each of Deerfield Partners, L.P. and Deerfield Special Situations Fund, L.P. (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. and Deerfield Management Company, L.P.

F6: 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 · 2018-05-29 · Purchase · Acquired 25,000 · Balance 608,333

F3: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $20.78 to $21.00, inclusive.

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, L.P. is the general partner of each of Deerfield Partners, L.P. and Deerfield Special Situations Fund, L.P. (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. and Deerfield Management Company, L.P.

F6: 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 · 2018-05-29 · Purchase · Acquired 235,019 · Balance 843,352

F4: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $19.00 to $19.255, inclusive.

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, L.P. is the general partner of each of Deerfield Partners, L.P. and Deerfield Special Situations Fund, L.P. (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. and Deerfield Management Company, L.P.

F6: 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 Special Situations Fund, L.P.0 Reported balance After 2018-05-29 transaction · row 6 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 6 · 2018-05-29 · Conversion · Disposed 383,538 · Balance 0

F1: Each share of Series C Preferred Stock converted into one share of the Issuer's Class A Common Stock upon the closing of the Issuer's initial public offering. The number of shares reported herein gives effect to the 1-for-2.73235 reverse stock split of the Issuer's common stock and preferred stock effected by the Issuer in connection with its initial public offering.

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, L.P. is the general partner of each of Deerfield Partners, L.P. and Deerfield Special Situations Fund, L.P. (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. and Deerfield Management Company, L.P.

F6: 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 C Preferred Stock converted into one share of the Issuer's Class A Common Stock upon the closing of the Issuer's initial public offering. The number of shares reported herein gives effect to the 1-for-2.73235 reverse stock split of the Issuer's common stock and preferred stock effected by the Issuer in connection with its initial public offering.

F2: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $19.30 to $20.00, 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 purchased at each separate price within the ranges set forth in footnotes (2), (3) and (4) of this Form 4.

F3: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $20.78 to $21.00, inclusive.

F4: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $19.00 to $19.255, inclusive.

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, L.P. is the general partner of each of Deerfield Partners, L.P. and Deerfield Special Situations Fund, L.P. (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. and Deerfield Management Company, L.P.

F6: 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 2019-10-07. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeIndirectThrough Deerfield Special Situations Fund, L.P.472,860 Reported balance After 2019-10-07 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2019-10-07 · Conversion · Acquired 472,860 · Balance 472,860

F1: Each share of Series C Preferred Stock automatically converted into 0.148467077 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-6.7355 reverse stock split of the Issuer's common stock effected by the Issuer on September 20, 2019).

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 IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. and Deerfield Special Situations 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, 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 IV, L.P.472,860 Reported balance After 2019-10-07 transaction · row 2 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 2 · 2019-10-07 · Conversion · Acquired 472,860 · Balance 472,860

F1: Each share of Series C Preferred Stock automatically converted into 0.148467077 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-6.7355 reverse stock split of the Issuer's common stock effected by the Issuer on September 20, 2019).

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 IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. and Deerfield Special Situations 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, 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 Partners, L.P.285,714 Reported balance After 2019-10-07 transaction · row 3 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 3 · 2019-10-07 · Purchase · Acquired 285,714 · Balance 285,714

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 IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. and Deerfield Special Situations 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, 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.

Series C Preferred StockSEC Table II · derivative / convertible securityIndirectThrough Deerfield Private Design Fund IV, L.P.0 Reported balance After 2019-10-07 transaction · row 4 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 4 · 2019-10-07 · Conversion · Disposed 3,184,948 · Balance 0

F1: Each share of Series C Preferred Stock automatically converted into 0.148467077 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-6.7355 reverse stock split of the Issuer's common stock effected by the Issuer on September 20, 2019).

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 IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. and Deerfield Special Situations 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, 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.

Series C Preferred StockSEC Table II · derivative / convertible securityIndirectThrough Deerfield Special Situations Fund, L.P.0 Reported balance After 2019-10-07 transaction · row 5 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 5 · 2019-10-07 · Conversion · Disposed 3,184,948 · Balance 0

F1: Each share of Series C Preferred Stock automatically converted into 0.148467077 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-6.7355 reverse stock split of the Issuer's common stock effected by the Issuer on September 20, 2019).

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 IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. and Deerfield Special Situations 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, 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: Each share of Series C Preferred Stock automatically converted into 0.148467077 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-6.7355 reverse stock split of the Issuer's common stock effected by the Issuer on September 20, 2019).

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 IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. and Deerfield Special Situations 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, 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.

Section 16 reporting ended · disclosed 2020-07-14. 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.1,209,936 Last balance in matching sequence After 2020-07-14 transaction · row 3 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rows

Row 1 · 2020-07-14 · Conversion · Acquired 709,936 · Balance 709,936

F1: Each share of Series B Preferred Stock automatically converted into approximately 0.2703 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering. The number of shares reported herein gives effect to the 1-for-3.7 reverse split of the Issuer's common stock effected by the Issuer on July 1, 2020 in connection with its initial public offering.

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 IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, 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, L.P., Deerfield Mgmt IV, 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 3 · 2020-07-14 · Purchase · Acquired 500,000 · Balance 1,209,936

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 IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, 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, L.P., Deerfield Mgmt IV, 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 Partners, L.P.1,209,936 Last balance in matching sequence After 2020-07-14 transaction · row 4 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rows

Row 2 · 2020-07-14 · Conversion · Acquired 709,936 · Balance 709,936

F1: Each share of Series B Preferred Stock automatically converted into approximately 0.2703 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering. The number of shares reported herein gives effect to the 1-for-3.7 reverse split of the Issuer's common stock effected by the Issuer on July 1, 2020 in connection with its initial public offering.

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 IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, 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, L.P., Deerfield Mgmt IV, 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 4 · 2020-07-14 · Purchase · Acquired 500,000 · Balance 1,209,936

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 IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, 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, L.P., Deerfield Mgmt IV, 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.

Series B Preferred StockSEC Table II · derivative / convertible securityIndirectThrough Deerfield Private Design Fund IV, L.P.0 Reported balance After 2020-07-14 transaction · row 5 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 5 · 2020-07-14 · Conversion · Disposed 2,626,767 · Balance 0

F1: Each share of Series B Preferred Stock automatically converted into approximately 0.2703 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering. The number of shares reported herein gives effect to the 1-for-3.7 reverse split of the Issuer's common stock effected by the Issuer on July 1, 2020 in connection with its initial public offering.

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 IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, 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, L.P., Deerfield Mgmt IV, 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.

Series B Preferred StockSEC Table II · derivative / convertible securityIndirectThrough Deerfield Partners, L.P.0 Reported balance After 2020-07-14 transaction · row 6 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 6 · 2020-07-14 · Conversion · Disposed 2,626,767 · Balance 0

F1: Each share of Series B Preferred Stock automatically converted into approximately 0.2703 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering. The number of shares reported herein gives effect to the 1-for-3.7 reverse split of the Issuer's common stock effected by the Issuer on July 1, 2020 in connection with its initial public offering.

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 IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, 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, L.P., Deerfield Mgmt IV, 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: Each share of Series B Preferred Stock automatically converted into approximately 0.2703 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering. The number of shares reported herein gives effect to the 1-for-3.7 reverse split of the Issuer's common stock effected by the Issuer on July 1, 2020 in connection with its initial public offering.

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 IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, 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, L.P., Deerfield Mgmt IV, 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.

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 2022-05-10. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeIndirectThrough Deerfield Partners, L.P.476,813 Last balance in matching sequence After 2022-05-10 transaction · row 3 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rows

Row 1 · 2022-05-10 · Conversion · Acquired 268,480 · Balance 268,480

F1: Each share of Series B Preferred Stock automatically converted into 0.98232 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-1.018 reverse split of the Issuer's common stock effected by the Issuer on April 29, 2022).

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, L.P. is the general partner of Deerfield Partners, L.P. (the "Fund"). Deerfield Mgmt V, L.P. is the general partner of Deerfield Private Design Fund V, L.P. ("Fund V"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. (together with Fund V, 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 V, L.P., Deerfield Mgmt, 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 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 · 2022-05-10 · Purchase · Acquired 208,333 · Balance 476,813

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, L.P. is the general partner of Deerfield Partners, L.P. (the "Fund"). Deerfield Mgmt V, L.P. is the general partner of Deerfield Private Design Fund V, L.P. ("Fund V"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. (together with Fund V, 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 V, L.P., Deerfield Mgmt, 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 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.

Common StockSEC Table I · non-derivativeIndirectThrough Deerfield Private Design Fund V, L.P.476,813 Last balance in matching sequence After 2022-05-10 transaction · row 4 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rows

Row 2 · 2022-05-10 · Conversion · Acquired 268,480 · Balance 268,480

F1: Each share of Series B Preferred Stock automatically converted into 0.98232 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-1.018 reverse split of the Issuer's common stock effected by the Issuer on April 29, 2022).

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, L.P. is the general partner of Deerfield Partners, L.P. (the "Fund"). Deerfield Mgmt V, L.P. is the general partner of Deerfield Private Design Fund V, L.P. ("Fund V"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. (together with Fund V, 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 V, L.P., Deerfield Mgmt, 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 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 · 2022-05-10 · Purchase · Acquired 208,333 · Balance 476,813

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, L.P. is the general partner of Deerfield Partners, L.P. (the "Fund"). Deerfield Mgmt V, L.P. is the general partner of Deerfield Private Design Fund V, L.P. ("Fund V"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. (together with Fund V, 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 V, L.P., Deerfield Mgmt, 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 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 Partners, L.P.0 Reported balance After 2022-05-10 transaction · row 5 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 5 · 2022-05-10 · Conversion · Disposed 273,313 · Balance 0

F1: Each share of Series B Preferred Stock automatically converted into 0.98232 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-1.018 reverse split of the Issuer's common stock effected by the Issuer on April 29, 2022).

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, L.P. is the general partner of Deerfield Partners, L.P. (the "Fund"). Deerfield Mgmt V, L.P. is the general partner of Deerfield Private Design Fund V, L.P. ("Fund V"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. (together with Fund V, 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 V, L.P., Deerfield Mgmt, 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 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 V, L.P.0 Reported balance After 2022-05-10 transaction · row 6 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 6 · 2022-05-10 · Conversion · Disposed 273,313 · Balance 0

F1: Each share of Series B Preferred Stock automatically converted into 0.98232 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-1.018 reverse split of the Issuer's common stock effected by the Issuer on April 29, 2022).

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, L.P. is the general partner of Deerfield Partners, L.P. (the "Fund"). Deerfield Mgmt V, L.P. is the general partner of Deerfield Private Design Fund V, L.P. ("Fund V"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. (together with Fund V, 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 V, L.P., Deerfield Mgmt, 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 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 B Preferred Stock automatically converted into 0.98232 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-1.018 reverse split of the Issuer's common stock effected by the Issuer on April 29, 2022).

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, L.P. is the general partner of Deerfield Partners, L.P. (the "Fund"). Deerfield Mgmt V, L.P. is the general partner of Deerfield Private Design Fund V, L.P. ("Fund V"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. (together with Fund V, 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 V, L.P., Deerfield Mgmt, 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 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.

Section 16 reporting ended · disclosed 2020-02-18. 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.1,297,589 Last balance in matching sequence After 2020-02-18 transaction · row 3 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rows

Row 1 · 2020-02-18 · Conversion · Acquired 997,589 · Balance 997,589

F1: Each share of Series C Preferred Stock automatically converted into one share of the Issuer's common stock upon the closing of the Issuer's initial public offering. The number of shares reported herein gives effect to the 1-for-4.8661 reverse split of the Issuer's common stock and preferred stock effected by the Issuer on February 7, 2020 in connection with its initial public offering.

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 IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, 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, L.P., Deerfield Mgmt IV, 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 3 · 2020-02-18 · Purchase · Acquired 300,000 · Balance 1,297,589

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 IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, 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, L.P., Deerfield Mgmt IV, 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 Partners, L.P.798,795 Last balance in matching sequence After 2020-02-18 transaction · row 4 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rows

Row 2 · 2020-02-18 · Conversion · Acquired 498,795 · Balance 498,795

F1: Each share of Series C Preferred Stock automatically converted into one share of the Issuer's common stock upon the closing of the Issuer's initial public offering. The number of shares reported herein gives effect to the 1-for-4.8661 reverse split of the Issuer's common stock and preferred stock effected by the Issuer on February 7, 2020 in connection with its initial public offering.

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 IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, 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, L.P., Deerfield Mgmt IV, 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 4 · 2020-02-18 · Purchase · Acquired 300,000 · Balance 798,795

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 IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, 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, L.P., Deerfield Mgmt IV, 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.

Series C Preferred StockSEC Table II · derivative / convertible securityIndirectThrough Deerfield Private Design Fund IV, L.P.0 Reported balance After 2020-02-18 transaction · row 5 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 5 · 2020-02-18 · Conversion · Disposed 997,589 · Balance 0

F1: Each share of Series C Preferred Stock automatically converted into one share of the Issuer's common stock upon the closing of the Issuer's initial public offering. The number of shares reported herein gives effect to the 1-for-4.8661 reverse split of the Issuer's common stock and preferred stock effected by the Issuer on February 7, 2020 in connection with its initial public offering.

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 IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, 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, L.P., Deerfield Mgmt IV, 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.

Series C Preferred StockSEC Table II · derivative / convertible securityIndirectThrough Deerfield Partners, L.P.0 Reported balance After 2020-02-18 transaction · row 6 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 6 · 2020-02-18 · Conversion · Disposed 498,795 · Balance 0

F1: Each share of Series C Preferred Stock automatically converted into one share of the Issuer's common stock upon the closing of the Issuer's initial public offering. The number of shares reported herein gives effect to the 1-for-4.8661 reverse split of the Issuer's common stock and preferred stock effected by the Issuer on February 7, 2020 in connection with its initial public offering.

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 IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, 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, L.P., Deerfield Mgmt IV, 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: Each share of Series C Preferred Stock automatically converted into one share of the Issuer's common stock upon the closing of the Issuer's initial public offering. The number of shares reported herein gives effect to the 1-for-4.8661 reverse split of the Issuer's common stock and preferred stock effected by the Issuer on February 7, 2020 in connection with its initial public offering.

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 IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, 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, L.P., Deerfield Mgmt IV, 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.

Section 16 reporting ended · disclosed 2020-02-10. 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.1,346,167 Reported balance After 2020-02-10 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2020-02-10 · Conversion · Acquired 1,346,167 · Balance 1,346,167

F1: Each share of Series E Preferred Stock automatically converted into 0.13377318 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-7.47534 reverse stock split of the Issuer's common stock effected by the Issuer on January 24, 2020).

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 IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, 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, L.P., Deerfield Mgmt IV, 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 Partners, L.P.250,000 Reported balance After 2020-02-10 transaction · row 2 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 2 · 2020-02-10 · Purchase · Acquired 250,000 · Balance 250,000

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 IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, 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, L.P., Deerfield Mgmt IV, 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.

Series E Preferred StockSEC Table II · derivative / convertible securityIndirectThrough Deerfield Private Design Fund IV, L.P.0 Reported balance After 2020-02-10 transaction · row 3 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 3 · 2020-02-10 · Conversion · Disposed 10,063,061 · Balance 0

F1: Each share of Series E Preferred Stock automatically converted into 0.13377318 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-7.47534 reverse stock split of the Issuer's common stock effected by the Issuer on January 24, 2020).

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 IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, 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, L.P., Deerfield Mgmt IV, 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: Each share of Series E Preferred Stock automatically converted into 0.13377318 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-7.47534 reverse stock split of the Issuer's common stock effected by the Issuer on January 24, 2020).

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 IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, 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, L.P., Deerfield Mgmt IV, 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.

Section 16 reporting ended · disclosed 2017-06-15. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeIndirectThrough Deerfield Special Situations Fund, L.P.1,176,685 Last balance in matching sequence After 2017-06-14 transaction · row 3 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
3 source rows

Row 1 · 2017-06-12 · Sale · Disposed 10,000 · Balance 1,277,132

F1: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $6.61 to $6.92, 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) and (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, L.P. is the general partner of Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P. and Deerfield International Master Fund, L.P. (collectively, 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. 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 2 · 2017-06-13 · Sale · Disposed 32,447 · Balance 1,244,685

F2: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $6.40 to $6.76, 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, L.P. is the general partner of Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P. and Deerfield International Master Fund, L.P. (collectively, 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. 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 3 · 2017-06-14 · Sale · Disposed 68,000 · Balance 1,176,685

F3: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $6.05 to $6.41, 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, L.P. is the general partner of Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P. and Deerfield International Master Fund, L.P. (collectively, 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. 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 International Master Fund, L.P.407,450 Reported balance Holding disclosure · report date 2017-06-12 · row 4 Holding and transaction disclosures are not merged.
1 source row

Row 4 · Balance 407,450

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, L.P. is the general partner of Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P. and Deerfield International Master Fund, L.P. (collectively, 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. 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.317,550 Reported balance Holding disclosure · report date 2017-06-12 · row 5 Holding and transaction disclosures are not merged.
1 source row

Row 5 · Balance 317,550

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, L.P. is the general partner of Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P. and Deerfield International Master Fund, L.P. (collectively, 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. 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 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $6.61 to $6.92, 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) and (3) of this Form 4.

F2: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $6.40 to $6.76, inclusive.

F3: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $6.05 to $6.41, 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, L.P. is the general partner of Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P. and Deerfield International Master Fund, L.P. (collectively, 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. 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 2021-11-17. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Class A Common StockSEC Table I · non-derivativeIndirectThrough DFP Sponsor, LLC40 Reported balance After 2021-11-12 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2021-11-12 · Conversion · Acquired 40 · Balance 40

F1: Upon the closing of the Issuer's initial business combination, each share of Class B Common Stock converted (automatically in accordance with its terms) into one share of Class A Common Stock for no consideration.

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, 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" and, together with Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. ("Deerfield Management") 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, L.P. and Deerfield Management Company, L.P. Each Fund holds a 37% membership interest in DFP Sponsor, LLC (the "Sponsor").

F3: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds, the Sponsor and Deerfield Management 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 Management Company, L.P.85,113 Reported balance After 2021-11-12 transaction · row 2 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 2 · 2021-11-12 · Conversion · Acquired 85,113 · Balance 85,113

F1: Upon the closing of the Issuer's initial business combination, each share of Class B Common Stock converted (automatically in accordance with its terms) into one share of Class A Common Stock for no consideration.

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, 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" and, together with Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. ("Deerfield Management") 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, L.P. and Deerfield Management Company, L.P. Each Fund holds a 37% membership interest in DFP Sponsor, LLC (the "Sponsor").

F3: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds, the Sponsor and Deerfield Management 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.

F4: Steven Hochberg, a partner in Deerfield Management, served as a director and the chief executive officer of the Issuer until his resignation from such positions on November 12, 2021 (prior to the vote of the Issuer's stockholders in respect of the consummation of the Issuer's initial business combination and prior to the transactions reported herein). The Class A Common Stock owned by Steven Hochberg and reported herein is held for the benefit, and at the direction, of Deerfield Management.

Series A Common Stock Equivalent Convertible Preferred StockSEC Table II · derivative / convertible securityIndirectThrough Deerfield Partners, L.P.58,945 Reported balance After 2021-11-12 transaction · row 5 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 5 · 2021-11-12 · Purchase · Acquired 50,000 · Balance 58,945

F5: Each share of Series A Common Stock Equivalent Convertible Preferred Stock ("Common Equivalent Preferred Stock") is convertible into 100 shares of Class A Common Stock (subject to adjustment) at any time and from time to time at the election of the holder thereof. The Common Equivalent Preferred Stock has no expiration date. The terms of the Common Equivalent Preferred Stock restrict the conversion of such shares to the extent that, upon such conversion, the number of shares of Class A Common Stock then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) "group" would exceed 4.9% of the total number of shares of Class A Common Stock then outstanding.

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, 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" and, together with Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. ("Deerfield Management") 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, L.P. and Deerfield Management Company, L.P. Each Fund holds a 37% membership interest in DFP Sponsor, LLC (the "Sponsor").

F3: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds, the Sponsor and Deerfield Management 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 Common Stock Equivalent Convertible Preferred StockSEC Table II · derivative / convertible securityIndirectThrough Deerfield Private Design Fund IV, L.P.58,945 Reported balance After 2021-11-12 transaction · row 6 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 6 · 2021-11-12 · Purchase · Acquired 50,000 · Balance 58,945

F5: Each share of Series A Common Stock Equivalent Convertible Preferred Stock ("Common Equivalent Preferred Stock") is convertible into 100 shares of Class A Common Stock (subject to adjustment) at any time and from time to time at the election of the holder thereof. The Common Equivalent Preferred Stock has no expiration date. The terms of the Common Equivalent Preferred Stock restrict the conversion of such shares to the extent that, upon such conversion, the number of shares of Class A Common Stock then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) "group" would exceed 4.9% of the total number of shares of Class A Common Stock then outstanding.

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, 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" and, together with Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. ("Deerfield Management") 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, L.P. and Deerfield Management Company, L.P. Each Fund holds a 37% membership interest in DFP Sponsor, LLC (the "Sponsor").

F3: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds, the Sponsor and Deerfield Management 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 DFP Sponsor, LLC40 Reported balance After 2021-11-12 transaction · row 8 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 8 · 2021-11-12 · Other · Disposed 707,960 · Balance 40

F6: The shares of Class B Common Stock were convertible into shares of the Issuer's Class A Common Stock as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-236578) and had no expiration date.

F7: In connection with, and immediately prior to, the closing of the Issuer's initial business combination, pursuant to the Stockholder Support Agreement, dated as of June 28, 2021, DFP Sponsor, LLC (the "Sponsor") forfeited 707,960 shares of Class B Common Stock and Steven Hochberg forfeited 14,887 shares of Class B Common Stock for no consideration.

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, 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" and, together with Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. ("Deerfield Management") 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, L.P. and Deerfield Management Company, L.P. Each Fund holds a 37% membership interest in DFP Sponsor, LLC (the "Sponsor").

F3: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds, the Sponsor and Deerfield Management 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 DFP Sponsor, LLC0 Reported balance After 2021-11-12 transaction · row 10 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 10 · 2021-11-12 · Conversion · Disposed 40 · Balance 0

F6: The shares of Class B Common Stock were convertible into shares of the Issuer's Class A Common Stock as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-236578) and had no expiration date.

F1: Upon the closing of the Issuer's initial business combination, each share of Class B Common Stock converted (automatically in accordance with its terms) into one share of Class A Common Stock for no consideration.

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, 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" and, together with Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. ("Deerfield Management") 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, L.P. and Deerfield Management Company, L.P. Each Fund holds a 37% membership interest in DFP Sponsor, LLC (the "Sponsor").

F3: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds, the Sponsor and Deerfield Management 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 Management Company, L.P.85,113 Reported balance After 2021-11-12 transaction · row 9 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 9 · 2021-11-12 · Other · Disposed 14,887 · Balance 85,113

F6: The shares of Class B Common Stock were convertible into shares of the Issuer's Class A Common Stock as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-236578) and had no expiration date.

F7: In connection with, and immediately prior to, the closing of the Issuer's initial business combination, pursuant to the Stockholder Support Agreement, dated as of June 28, 2021, DFP Sponsor, LLC (the "Sponsor") forfeited 707,960 shares of Class B Common Stock and Steven Hochberg forfeited 14,887 shares of Class B Common Stock for no consideration.

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, 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" and, together with Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. ("Deerfield Management") 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, L.P. and Deerfield Management Company, L.P. Each Fund holds a 37% membership interest in DFP Sponsor, LLC (the "Sponsor").

F3: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds, the Sponsor and Deerfield Management 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.

F4: Steven Hochberg, a partner in Deerfield Management, served as a director and the chief executive officer of the Issuer until his resignation from such positions on November 12, 2021 (prior to the vote of the Issuer's stockholders in respect of the consummation of the Issuer's initial business combination and prior to the transactions reported herein). The Class A Common Stock owned by Steven Hochberg and reported herein is held for the benefit, and at the direction, of Deerfield Management.

Class B Common StockSEC Table II · derivative / convertible securityIndirectThrough Deerfield Management Company, L.P.0 Reported balance After 2021-11-12 transaction · row 11 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 11 · 2021-11-12 · Conversion · Disposed 85,113 · Balance 0

F6: The shares of Class B Common Stock were convertible into shares of the Issuer's Class A Common Stock as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-236578) and had no expiration date.

F1: Upon the closing of the Issuer's initial business combination, each share of Class B Common Stock converted (automatically in accordance with its terms) into one share of Class A Common Stock for no consideration.

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, 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" and, together with Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. ("Deerfield Management") 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, L.P. and Deerfield Management Company, L.P. Each Fund holds a 37% membership interest in DFP Sponsor, LLC (the "Sponsor").

F3: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds, the Sponsor and Deerfield Management 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.

F4: Steven Hochberg, a partner in Deerfield Management, served as a director and the chief executive officer of the Issuer until his resignation from such positions on November 12, 2021 (prior to the vote of the Issuer's stockholders in respect of the consummation of the Issuer's initial business combination and prior to the transactions reported herein). The Class A Common Stock owned by Steven Hochberg and reported herein is held for the benefit, and at the direction, of Deerfield Management.

Private Placement WarrantsSEC Table II · derivative / convertible security · Conversion / exercise price $11.50 · Expires 2026-11-12IndirectThrough DFP Sponsor, LLC3,177,543 Reported balance After 2021-11-12 transaction · row 12 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 12 · 2021-11-12 · Other · Acquired 3,177,543 · Balance 3,177,543

F8: The Sponsor acquired the Private Placement Warrants from the Issuer in connection with the Issuer's initial public offering on March 13, 2020. As a result of the closing of the Business Combination, the Private Placement Warrants will become exercisable as of the date that is 30 days after the closing of the Issuer's initial business combination (i.e., November 12, 2021). The Private Placement Warrants will expire on November 12, 2026 or earlier upon redemption or liquidation. Prior to the closing of the Issuer's initial business combination, the Sponsor elected to be governed by a Maximum Percentage (as defined in the Private Placement Warrants) of 4.9%.

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, 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" and, together with Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. ("Deerfield Management") 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, L.P. and Deerfield Management Company, L.P. Each Fund holds a 37% membership interest in DFP Sponsor, LLC (the "Sponsor").

F3: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds, the Sponsor and Deerfield Management 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.

Public WarrantsSEC Table II · derivative / convertible security · Conversion / exercise price $11.50 · Expires 2026-11-12IndirectThrough Deerfield Partners, L.P.625,000 Reported balance After 2021-11-12 transaction · row 13 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 13 · 2021-11-12 · Other · Acquired 625,000 · Balance 625,000

F9: Each Fund acquired the Public Warrants from the Issuer in connection with the Issuer's initial public offering on March 13, 2020. As a result of the closing of the Issuer's initial business combination, the Public Warrants will become exercisable as of the date that is 30 days after the closing of the Issuer's initial business combination (i.e., November 12, 2021). The Public Warrants will expire on November 12, 2026 or earlier upon redemption or liquidation. Prior to the closing of the Issuer's initial business combination, each fund elected to be governed by a Maximum Percentage (as defined in the Public Warrants) of 4.9%.

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, 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" and, together with Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. ("Deerfield Management") 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, L.P. and Deerfield Management Company, L.P. Each Fund holds a 37% membership interest in DFP Sponsor, LLC (the "Sponsor").

F3: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds, the Sponsor and Deerfield Management 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.

Public WarrantsSEC Table II · derivative / convertible security · Conversion / exercise price $11.50 · Expires 2026-11-12IndirectThrough Deerfield Private Design Fund IV, L.P.625,000 Reported balance After 2021-11-12 transaction · row 14 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 14 · 2021-11-12 · Other · Acquired 625,000 · Balance 625,000

F9: Each Fund acquired the Public Warrants from the Issuer in connection with the Issuer's initial public offering on March 13, 2020. As a result of the closing of the Issuer's initial business combination, the Public Warrants will become exercisable as of the date that is 30 days after the closing of the Issuer's initial business combination (i.e., November 12, 2021). The Public Warrants will expire on November 12, 2026 or earlier upon redemption or liquidation. Prior to the closing of the Issuer's initial business combination, each fund elected to be governed by a Maximum Percentage (as defined in the Public Warrants) of 4.9%.

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, 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" and, together with Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. ("Deerfield Management") 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, L.P. and Deerfield Management Company, L.P. Each Fund holds a 37% membership interest in DFP Sponsor, LLC (the "Sponsor").

F3: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds, the Sponsor and Deerfield Management 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.1,605,477 Reported balance Holding disclosure · report date 2021-11-12 · row 3 Holding and transaction disclosures are not merged.
1 source row

Row 3 · Balance 1,605,477

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, 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" and, together with Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. ("Deerfield Management") 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, L.P. and Deerfield Management Company, L.P. Each Fund holds a 37% membership interest in DFP Sponsor, LLC (the "Sponsor").

F3: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds, the Sponsor and Deerfield Management 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 Private Design Fund IV, L.P.1,605,477 Reported balance Holding disclosure · report date 2021-11-12 · row 4 Holding and transaction disclosures are not merged.
1 source row

Row 4 · Balance 1,605,477

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, 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" and, together with Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. ("Deerfield Management") 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, L.P. and Deerfield Management Company, L.P. Each Fund holds a 37% membership interest in DFP Sponsor, LLC (the "Sponsor").

F3: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds, the Sponsor and Deerfield Management 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 Common Stock Equivalent Convertible Preferred StockSEC Table II · derivative / convertible securityIndirectThrough DFP Sponsor, LLC45,620 Reported balance Holding disclosure · report date 2021-11-12 · row 7 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 7 · Balance 45,620

F5: Each share of Series A Common Stock Equivalent Convertible Preferred Stock ("Common Equivalent Preferred Stock") is convertible into 100 shares of Class A Common Stock (subject to adjustment) at any time and from time to time at the election of the holder thereof. The Common Equivalent Preferred Stock has no expiration date. The terms of the Common Equivalent Preferred Stock restrict the conversion of such shares to the extent that, upon such conversion, the number of shares of Class A Common Stock then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) "group" would exceed 4.9% of the total number of shares of Class A Common Stock then outstanding.

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, 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" and, together with Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. ("Deerfield Management") 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, L.P. and Deerfield Management Company, L.P. Each Fund holds a 37% membership interest in DFP Sponsor, LLC (the "Sponsor").

F3: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds, the Sponsor and Deerfield Management 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: Upon the closing of the Issuer's initial business combination, each share of Class B Common Stock converted (automatically in accordance with its terms) into one share of Class A Common Stock for no consideration.

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, 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" and, together with Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. ("Deerfield Management") 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, L.P. and Deerfield Management Company, L.P. Each Fund holds a 37% membership interest in DFP Sponsor, LLC (the "Sponsor").

F3: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds, the Sponsor and Deerfield Management 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.

F4: Steven Hochberg, a partner in Deerfield Management, served as a director and the chief executive officer of the Issuer until his resignation from such positions on November 12, 2021 (prior to the vote of the Issuer's stockholders in respect of the consummation of the Issuer's initial business combination and prior to the transactions reported herein). The Class A Common Stock owned by Steven Hochberg and reported herein is held for the benefit, and at the direction, of Deerfield Management.

F5: Each share of Series A Common Stock Equivalent Convertible Preferred Stock ("Common Equivalent Preferred Stock") is convertible into 100 shares of Class A Common Stock (subject to adjustment) at any time and from time to time at the election of the holder thereof. The Common Equivalent Preferred Stock has no expiration date. The terms of the Common Equivalent Preferred Stock restrict the conversion of such shares to the extent that, upon such conversion, the number of shares of Class A Common Stock then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) "group" would exceed 4.9% of the total number of shares of Class A Common Stock then outstanding.

F6: The shares of Class B Common Stock were convertible into shares of the Issuer's Class A Common Stock as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-236578) and had no expiration date.

F7: In connection with, and immediately prior to, the closing of the Issuer's initial business combination, pursuant to the Stockholder Support Agreement, dated as of June 28, 2021, DFP Sponsor, LLC (the "Sponsor") forfeited 707,960 shares of Class B Common Stock and Steven Hochberg forfeited 14,887 shares of Class B Common Stock for no consideration.

F8: The Sponsor acquired the Private Placement Warrants from the Issuer in connection with the Issuer's initial public offering on March 13, 2020. As a result of the closing of the Business Combination, the Private Placement Warrants will become exercisable as of the date that is 30 days after the closing of the Issuer's initial business combination (i.e., November 12, 2021). The Private Placement Warrants will expire on November 12, 2026 or earlier upon redemption or liquidation. Prior to the closing of the Issuer's initial business combination, the Sponsor elected to be governed by a Maximum Percentage (as defined in the Private Placement Warrants) of 4.9%.

F9: Each Fund acquired the Public Warrants from the Issuer in connection with the Issuer's initial public offering on March 13, 2020. As a result of the closing of the Issuer's initial business combination, the Public Warrants will become exercisable as of the date that is 30 days after the closing of the Issuer's initial business combination (i.e., November 12, 2021). The Public Warrants will expire on November 12, 2026 or earlier upon redemption or liquidation. Prior to the closing of the Issuer's initial business combination, each fund elected to be governed by a Maximum Percentage (as defined in the Public Warrants) of 4.9%.

Terns Pharmaceuticals, Inc.

Report date February 09, 2021 · Filed February 09, 2021

Jointly reported with Flynn James E, DEERFIELD MANAGEMENT COMPANY, L.P., Deerfield Mgmt L.P.

Section 16 reporting ended · disclosed 2021-02-09. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeIndirectThrough Deerfield Partners, L.P.2,382,033 Last balance in matching sequence After 2021-02-09 transaction · row 2 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rows

Row 1 · 2021-02-09 · Conversion · Acquired 1,717,033 · Balance 1,717,033

F1: Each share of Series C Preferred Stock automatically converted into one share of the Issuer's common stock upon the closing of the Issuer's initial public offering. The number of shares reported herein gives effect to the 1-for-14 reverse split of the Issuer's common stock effected by the Issuer on January 29, 2021 in connection with its initial public offering.

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, L.P. is the general partner of Deerfield Partners, L.P. (the "Fund"). Deerfield Management Company, L.P. is the investment manager of the Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, 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 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 2 · 2021-02-09 · Purchase · Acquired 665,000 · Balance 2,382,033

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, L.P. is the general partner of Deerfield Partners, L.P. (the "Fund"). Deerfield Management Company, L.P. is the investment manager of the Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, 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 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 Partners, L.P.0 Reported balance After 2021-02-09 transaction · row 3 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 3 · 2021-02-09 · Conversion · Disposed 1,717,033 · Balance 0

F1: Each share of Series C Preferred Stock automatically converted into one share of the Issuer's common stock upon the closing of the Issuer's initial public offering. The number of shares reported herein gives effect to the 1-for-14 reverse split of the Issuer's common stock effected by the Issuer on January 29, 2021 in connection with its initial public offering.

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, L.P. is the general partner of Deerfield Partners, L.P. (the "Fund"). Deerfield Management Company, L.P. is the investment manager of the Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, 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 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 C Preferred Stock automatically converted into one share of the Issuer's common stock upon the closing of the Issuer's initial public offering. The number of shares reported herein gives effect to the 1-for-14 reverse split of the Issuer's common stock effected by the Issuer on January 29, 2021 in connection with its initial public offering.

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, L.P. is the general partner of Deerfield Partners, L.P. (the "Fund"). Deerfield Management Company, L.P. is the investment manager of the Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, 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 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 2016-09-26. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeIndirectThrough Deerfield Partners, L.P.1,599,476 Last balance in matching sequence After 2016-09-23 transaction · row 4 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rows

Row 1 · 2016-09-22 · Sale · Disposed 119,690 · Balance 1,873,108

F1: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $15.20 to $17.12, 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) and (2) of this Form 4.

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, L.P. is the general partner of Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P. and Deerfield International Master Fund, L.P. (collectively, 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. 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 · 2016-09-23 · Sale · Disposed 273,632 · Balance 1,599,476

F2: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $16.205 to $17.20, inclusive.

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, L.P. is the general partner of Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P. and Deerfield International Master Fund, L.P. (collectively, 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. 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 International Master Fund, L.P.2,035,697 Last balance in matching sequence After 2016-09-23 transaction · row 5 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rows

Row 2 · 2016-09-22 · Sale · Disposed 152,334 · Balance 2,383,955

F1: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $15.20 to $17.12, 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) and (2) of this Form 4.

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, L.P. is the general partner of Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P. and Deerfield International Master Fund, L.P. (collectively, 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. 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 5 · 2016-09-23 · Sale · Disposed 348,258 · Balance 2,035,697

F2: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $16.205 to $17.20, inclusive.

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, L.P. is the general partner of Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P. and Deerfield International Master Fund, L.P. (collectively, 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. 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 Special Situations Fund, L.P.693,171 Last balance in matching sequence After 2016-09-23 transaction · row 6 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rows

Row 3 · 2016-09-22 · Sale · Disposed 68,940 · Balance 850,778

F1: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $15.20 to $17.12, 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) and (2) of this Form 4.

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, L.P. is the general partner of Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P. and Deerfield International Master Fund, L.P. (collectively, 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. 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 · 2016-09-23 · Sale · Disposed 157,607 · Balance 693,171

F2: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $16.205 to $17.20, inclusive.

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, L.P. is the general partner of Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P. and Deerfield International Master Fund, L.P. (collectively, 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. 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: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $15.20 to $17.12, 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) and (2) of this Form 4.

F2: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $16.205 to $17.20, inclusive.

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, L.P. is the general partner of Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P. and Deerfield International Master Fund, L.P. (collectively, 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. 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.

Werewolf Therapeutics, Inc.

Report date May 04, 2021 · Filed May 04, 2021

Jointly reported with Flynn James E, Deerfield Mgmt L.P., DEERFIELD MANAGEMENT COMPANY, L.P.

Section 16 reporting ended · disclosed 2021-05-04. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeIndirectThrough Deerfield Partners, L.P.2,552,787 Last balance in matching sequence After 2021-05-04 transaction · row 2 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rows

Row 1 · 2021-05-04 · Conversion · Acquired 1,752,787 · Balance 1,752,787

F1: Each share of Series B Preferred Stock automatically converted into .1154 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-8.6691 reverse split of the Issuer's common stock effected by the Issuer on April 23, 2021).

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, L.P. is the general partner of Deerfield Partners, L.P. (the "Fund"). Deerfield Management Company, L.P. is the investment manager of the Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, 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 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 2 · 2021-05-04 · Purchase · Acquired 800,000 · Balance 2,552,787

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, L.P. is the general partner of Deerfield Partners, L.P. (the "Fund"). Deerfield Management Company, L.P. is the investment manager of the Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, 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 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 Partners, L.P.0 Reported balance After 2021-05-04 transaction · row 3 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 3 · 2021-05-04 · Conversion · Disposed 15,195,094 · Balance 0

F1: Each share of Series B Preferred Stock automatically converted into .1154 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-8.6691 reverse split of the Issuer's common stock effected by the Issuer on April 23, 2021).

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, L.P. is the general partner of Deerfield Partners, L.P. (the "Fund"). Deerfield Management Company, L.P. is the investment manager of the Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, 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 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 B Preferred Stock automatically converted into .1154 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-8.6691 reverse split of the Issuer's common stock effected by the Issuer on April 23, 2021).

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, L.P. is the general partner of Deerfield Partners, L.P. (the "Fund"). Deerfield Management Company, L.P. is the investment manager of the Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, 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 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.

Xilio Therapeutics, Inc.

Report date October 26, 2021 · Filed October 28, 2021

Jointly reported with Flynn James E, Deerfield Mgmt L.P., DEERFIELD MANAGEMENT COMPANY, L.P., Deerfield Mgmt V, L.P.

Section 16 reporting ended · disclosed 2021-10-28. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeIndirectThrough Deerfield Partners, L.P.1,143,972 Last balance in matching sequence After 2021-10-26 transaction · row 3 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rows

Row 1 · 2021-10-26 · Conversion · Acquired 756,472 · Balance 756,472

F1: Each share of Series C Preferred Stock automatically converted into 0.1053 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-9.5 reverse split of the Issuer's common stock effected by the Issuer on October 15, 2021).

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, L.P. is the general partner of Deerfield Partners, L.P. (the "Fund"). Deerfield Mgmt V, L.P. is the general partner of Deerfield Private Design Fund V, L.P. ("Fund V"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. (together with Fund V, 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 V, L.P., Deerfield Mgmt, 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 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 · 2021-10-26 · Purchase · Acquired 387,500 · Balance 1,143,972

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, L.P. is the general partner of Deerfield Partners, L.P. (the "Fund"). Deerfield Mgmt V, L.P. is the general partner of Deerfield Private Design Fund V, L.P. ("Fund V"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. (together with Fund V, 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 V, L.P., Deerfield Mgmt, 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 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.

Common StockSEC Table I · non-derivativeIndirectThrough Deerfield Private Design Fund V, L.P.1,143,972 Last balance in matching sequence After 2021-10-26 transaction · row 4 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rows

Row 2 · 2021-10-26 · Conversion · Acquired 756,472 · Balance 756,472

F1: Each share of Series C Preferred Stock automatically converted into 0.1053 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-9.5 reverse split of the Issuer's common stock effected by the Issuer on October 15, 2021).

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, L.P. is the general partner of Deerfield Partners, L.P. (the "Fund"). Deerfield Mgmt V, L.P. is the general partner of Deerfield Private Design Fund V, L.P. ("Fund V"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. (together with Fund V, 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 V, L.P., Deerfield Mgmt, 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 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 · 2021-10-26 · Purchase · Acquired 387,500 · Balance 1,143,972

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, L.P. is the general partner of Deerfield Partners, L.P. (the "Fund"). Deerfield Mgmt V, L.P. is the general partner of Deerfield Private Design Fund V, L.P. ("Fund V"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. (together with Fund V, 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 V, L.P., Deerfield Mgmt, 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 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 Partners, L.P.0 Reported balance After 2021-10-26 transaction · row 5 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 5 · 2021-10-26 · Conversion · Disposed 7,186,489 · Balance 0

F1: Each share of Series C Preferred Stock automatically converted into 0.1053 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-9.5 reverse split of the Issuer's common stock effected by the Issuer on October 15, 2021).

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, L.P. is the general partner of Deerfield Partners, L.P. (the "Fund"). Deerfield Mgmt V, L.P. is the general partner of Deerfield Private Design Fund V, L.P. ("Fund V"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. (together with Fund V, 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 V, L.P., Deerfield Mgmt, 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 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 V, L.P.0 Reported balance After 2021-10-26 transaction · row 6 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 6 · 2021-10-26 · Conversion · Disposed 7,186,489 · Balance 0

F1: Each share of Series C Preferred Stock automatically converted into 0.1053 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-9.5 reverse split of the Issuer's common stock effected by the Issuer on October 15, 2021).

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, L.P. is the general partner of Deerfield Partners, L.P. (the "Fund"). Deerfield Mgmt V, L.P. is the general partner of Deerfield Private Design Fund V, L.P. ("Fund V"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. (together with Fund V, 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 V, L.P., Deerfield Mgmt, 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 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 C Preferred Stock automatically converted into 0.1053 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-9.5 reverse split of the Issuer's common stock effected by the Issuer on October 15, 2021).

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, L.P. is the general partner of Deerfield Partners, L.P. (the "Fund"). Deerfield Mgmt V, L.P. is the general partner of Deerfield Private Design Fund V, L.P. ("Fund V"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. (together with Fund V, 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 V, L.P., Deerfield Mgmt, 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 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 2017-04-27. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeIndirectThrough Deerfield Special Situations Fund, L.P.244,562 Last balance in matching sequence After 2017-04-27 transaction · row 4 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rows

Row 1 · 2017-04-26 · Sale · Disposed 66,351 · Balance 428,367

F1: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $11.50 to $11.68, 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) and (2) of this Form 4.

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, L.P. is the general partner of Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P. and Deerfield International Master Fund, L.P. (collectively, 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. 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 · 2017-04-27 · Sale · Disposed 183,805 · Balance 244,562

F2: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $11.71 to $11.79, inclusive.

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, L.P. is the general partner of Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P. and Deerfield International Master Fund, L.P. (collectively, 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. 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.709,386 Last balance in matching sequence After 2017-04-27 transaction · row 5 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rows

Row 2 · 2017-04-26 · Sale · Disposed 20,962 · Balance 767,453

F1: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $11.50 to $11.68, 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) and (2) of this Form 4.

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, L.P. is the general partner of Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P. and Deerfield International Master Fund, L.P. (collectively, 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. 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 5 · 2017-04-27 · Sale · Disposed 58,067 · Balance 709,386

F2: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $11.71 to $11.79, inclusive.

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, L.P. is the general partner of Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P. and Deerfield International Master Fund, L.P. (collectively, 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. 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 International Master Fund, L.P.877,606 Last balance in matching sequence After 2017-04-27 transaction · row 6 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rows

Row 3 · 2017-04-26 · Sale · Disposed 25,932 · Balance 949,443

F1: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $11.50 to $11.68, 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) and (2) of this Form 4.

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, L.P. is the general partner of Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P. and Deerfield International Master Fund, L.P. (collectively, 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. 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 · 2017-04-27 · Sale · Disposed 71,837 · Balance 877,606

F2: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $11.71 to $11.79, inclusive.

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, L.P. is the general partner of Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P. and Deerfield International Master Fund, L.P. (collectively, 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. 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: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $11.50 to $11.68, 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) and (2) of this Form 4.

F2: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $11.71 to $11.79, inclusive.

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, L.P. is the general partner of Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P. and Deerfield International Master Fund, L.P. (collectively, 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. 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.

Transaction history

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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
May 29, 2018 Filed May 31, 2018 20:19 UTC Kiniksa Pharmaceuticals International, plc KNSA · Entity 1954 PurchaseClass A Common Stock 235,019 $19.24 $4,520,942.99
Disclosure

SEC source: 0001193805-18-000778 · e618063_4-kiniksa.xml · nonDerivative · entry 5

Flynn James E · CIK 0001352546 · 10% owner · *Possible member of 10% group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · *Possible member of 10% group

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

Deerfield Special Situations Fund, L.P. · CIK 0001354395 · 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: 843,352

F4 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $19.00 to $19.255, inclusive.

F5 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt, L.P. is the general partner of each of Deerfield Partners, L.P. and Deerfield Special Situations Fund, L.P. (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. and Deerfield Management Company, L.P.

F6 · 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.

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May 29, 2018 Filed May 31, 2018 20:19 UTC Kiniksa Pharmaceuticals International, plc KNSA · Entity 1954 PurchaseClass A Common Stock 25,000 $20.91 $522,747.50
Disclosure

SEC source: 0001193805-18-000778 · e618063_4-kiniksa.xml · nonDerivative · entry 4

Flynn James E · CIK 0001352546 · 10% owner · *Possible member of 10% group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · *Possible member of 10% group

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

Deerfield Special Situations Fund, L.P. · CIK 0001354395 · 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: 608,333

F3 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $20.78 to $21.00, inclusive.

F5 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt, L.P. is the general partner of each of Deerfield Partners, L.P. and Deerfield Special Situations Fund, L.P. (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. and Deerfield Management Company, L.P.

F6 · 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.

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May 29, 2018 Filed May 31, 2018 20:19 UTC Kiniksa Pharmaceuticals International, plc KNSA · Entity 1954 PurchaseClass A Common Stock 250,000 $19.81 $4,953,150.00
Disclosure

SEC source: 0001193805-18-000778 · e618063_4-kiniksa.xml · nonDerivative · entry 3

Flynn James E · CIK 0001352546 · 10% owner · *Possible member of 10% group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · *Possible member of 10% group

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

Deerfield Special Situations Fund, L.P. · CIK 0001354395 · 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: 583,333

F2 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $19.30 to $20.00, 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 purchased at each separate price within the ranges set forth in footnotes (2), (3) and (4) of this Form 4.

F5 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt, L.P. is the general partner of each of Deerfield Partners, L.P. and Deerfield Special Situations Fund, L.P. (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. and Deerfield Management Company, L.P.

F6 · 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.

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May 29, 2018 Filed May 31, 2018 20:19 UTC Kiniksa Pharmaceuticals International, plc KNSA · Entity 1954 PurchaseClass A Common Stock 333,333 $18.00 $5,999,994.00
Disclosure

SEC source: 0001193805-18-000778 · e618063_4-kiniksa.xml · nonDerivative · entry 2

Flynn James E · CIK 0001352546 · 10% owner · *Possible member of 10% group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · *Possible member of 10% group

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

Deerfield Special Situations Fund, L.P. · CIK 0001354395 · 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: 333,333

F5 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt, L.P. is the general partner of each of Deerfield Partners, L.P. and Deerfield Special Situations Fund, L.P. (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. and Deerfield Management Company, L.P.

F6 · 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.

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May 29, 2018 Filed May 31, 2018 20:19 UTC Kiniksa Pharmaceuticals International, plc KNSA · Entity 1954 ConversionClass A Common Stock 383,538 Not disclosed Not disclosed
Disclosure

SEC source: 0001193805-18-000778 · e618063_4-kiniksa.xml · nonDerivative · entry 1

Flynn James E · CIK 0001352546 · 10% owner · *Possible member of 10% group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · *Possible member of 10% group

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

Deerfield Special Situations Fund, L.P. · CIK 0001354395 · 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 Special Situations Fund, L.P.

Disclosed balance after: 383,538

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Each share of Series C Preferred Stock converted into one share of the Issuer's Class A Common Stock upon the closing of the Issuer's initial public offering. The number of shares reported herein gives effect to the 1-for-2.73235 reverse stock split of the Issuer's common stock and preferred stock effected by the Issuer in connection with its initial public offering.

F5 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt, L.P. is the general partner of each of Deerfield Partners, L.P. and Deerfield Special Situations Fund, L.P. (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. and Deerfield Management Company, L.P.

F6 · 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.

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May 09, 2018 Filed May 10, 2018 20:51 UTC Keenova Therapeutics plc MNK · Entity 28960 SaleOrdinary Shares, $0.20 par value 202,006 $13.74 $2,775,562.44
Disclosure

SEC source: 0001193805-18-000641 · e617985_4-mallinckrodt.xml · nonDerivative · entry 2

Flynn James E · CIK 0001352546 · 10% owner · *Possible member of 10% group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · *Possible member of 10% group

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · 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: 8,308,455

F2 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $13.40 to $14.29, 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, L.P. is the general partner of Deerfield Partners, L.P. (the "Fund"). Deerfield Management Company, L.P. is the investment manager of the Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, 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 Fund is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

Read SEC document
May 09, 2018 Filed May 10, 2018 20:51 UTC Keenova Therapeutics plc MNK · Entity 28960 SaleOrdinary Shares, $0.20 par value 110,922 $12.75 $1,414,255.50
Disclosure

SEC source: 0001193805-18-000641 · e617985_4-mallinckrodt.xml · nonDerivative · entry 1

Flynn James E · CIK 0001352546 · 10% owner · *Possible member of 10% group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · *Possible member of 10% group

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · 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: 8,510,461

F1 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $12.40 to $13.395, 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) and (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, L.P. is the general partner of Deerfield Partners, L.P. (the "Fund"). Deerfield Management Company, L.P. is the investment manager of the Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, 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 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.

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April 02, 2018 Filed Apr 5, 2018 00:56 UTC Q32 Bio Inc. FIXX · Entity 5594 ConversionSeries B Preferred Stock · Derivative 6,944,444 Not disclosed Not disclosed
Disclosure

SEC source: 0001193805-18-000506 · e617881_4-homology.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 L.P. · CIK 0001010823 · Director · 10% owner · *Director by Deputization

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · Director · 10% owner · *Director by Deputization

Deerfield Private Design Fund III, L.P. · CIK 0001603333 · Director · 10% owner · *Director by Deputization

Deerfield Mgmt III, L.P. · CIK 0001610540 · Director · 10% owner · *Director by Deputization

Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · Director · 10% owner · *Director by Deputization

Deerfield Mgmt HIF, L.P. · CIK 0001665736 · 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: 0

Underlying: Common Stock · 1,319,483 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_price: Each share of Series B Preferred Stock automatically converted into 0.1900057 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-5.263 reverse stock split effected by the Issuer in connection with its initial public offering).

F2 · price: Each share of Series B Preferred Stock automatically converted into 0.1900057 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-5.263 reverse stock split effected by the Issuer in connection with its initial public offering).

F2 · derivative.exercise_date: Each share of Series B Preferred Stock automatically converted into 0.1900057 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-5.263 reverse stock split effected by the Issuer in connection with its initial public offering).

F2 · derivative.expiration_date: Each share of Series B Preferred Stock automatically converted into 0.1900057 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-5.263 reverse stock split effected by the Issuer in connection with its initial public offering).

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.

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April 02, 2018 Filed Apr 5, 2018 00:56 UTC Q32 Bio Inc. FIXX · Entity 5594 ConversionSeries B Preferred Stock · Derivative 6,944,445 Not disclosed Not disclosed
Disclosure

SEC source: 0001193805-18-000506 · e617881_4-homology.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 L.P. · CIK 0001010823 · Director · 10% owner · *Director by Deputization

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · Director · 10% owner · *Director by Deputization

Deerfield Private Design Fund III, L.P. · CIK 0001603333 · Director · 10% owner · *Director by Deputization

Deerfield Mgmt III, L.P. · CIK 0001610540 · Director · 10% owner · *Director by Deputization

Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · Director · 10% owner · *Director by Deputization

Deerfield Mgmt HIF, L.P. · CIK 0001665736 · 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: Common Stock · 1,319,484 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_price: Each share of Series B Preferred Stock automatically converted into 0.1900057 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-5.263 reverse stock split effected by the Issuer in connection with its initial public offering).

F2 · price: Each share of Series B Preferred Stock automatically converted into 0.1900057 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-5.263 reverse stock split effected by the Issuer in connection with its initial public offering).

F2 · derivative.exercise_date: Each share of Series B Preferred Stock automatically converted into 0.1900057 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-5.263 reverse stock split effected by the Issuer in connection with its initial public offering).

F2 · derivative.expiration_date: Each share of Series B Preferred Stock automatically converted into 0.1900057 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-5.263 reverse stock split effected by the Issuer in connection with its initial public offering).

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.

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April 02, 2018 Filed Apr 5, 2018 00:56 UTC Q32 Bio Inc. FIXX · Entity 5594 ConversionSeries A Preferred Stock · Derivative 3,521,126 Not disclosed Not disclosed
Disclosure

SEC source: 0001193805-18-000506 · e617881_4-homology.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 L.P. · CIK 0001010823 · Director · 10% owner · *Director by Deputization

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · Director · 10% owner · *Director by Deputization

Deerfield Private Design Fund III, L.P. · CIK 0001603333 · Director · 10% owner · *Director by Deputization

Deerfield Mgmt III, L.P. · CIK 0001610540 · Director · 10% owner · *Director by Deputization

Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · Director · 10% owner · *Director by Deputization

Deerfield Mgmt HIF, L.P. · CIK 0001665736 · 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: 0

Underlying: Common Stock · 669,034 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Each share of Series A Preferred Stock automatically converted into 0.1900057 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-5.263 reverse stock split effected by the Issuer in connection with its initial public offering).

F1 · price: Each share of Series A Preferred Stock automatically converted into 0.1900057 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-5.263 reverse stock split effected by the Issuer in connection with its initial public offering).

F1 · derivative.exercise_date: Each share of Series A Preferred Stock automatically converted into 0.1900057 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-5.263 reverse stock split effected by the Issuer in connection with its initial public offering).

F1 · derivative.expiration_date: Each share of Series A Preferred Stock automatically converted into 0.1900057 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-5.263 reverse stock split effected by the Issuer in connection with its initial public offering).

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.

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April 02, 2018 Filed Apr 5, 2018 00:56 UTC Q32 Bio Inc. FIXX · Entity 5594 ConversionSeries A Preferred Stock · Derivative 3,521,126 Not disclosed Not disclosed
Disclosure

SEC source: 0001193805-18-000506 · e617881_4-homology.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 L.P. · CIK 0001010823 · Director · 10% owner · *Director by Deputization

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · Director · 10% owner · *Director by Deputization

Deerfield Private Design Fund III, L.P. · CIK 0001603333 · Director · 10% owner · *Director by Deputization

Deerfield Mgmt III, L.P. · CIK 0001610540 · Director · 10% owner · *Director by Deputization

Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · Director · 10% owner · *Director by Deputization

Deerfield Mgmt HIF, L.P. · CIK 0001665736 · 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: Common Stock · 669,034 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Each share of Series A Preferred Stock automatically converted into 0.1900057 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-5.263 reverse stock split effected by the Issuer in connection with its initial public offering).

F1 · price: Each share of Series A Preferred Stock automatically converted into 0.1900057 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-5.263 reverse stock split effected by the Issuer in connection with its initial public offering).

F1 · derivative.exercise_date: Each share of Series A Preferred Stock automatically converted into 0.1900057 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-5.263 reverse stock split effected by the Issuer in connection with its initial public offering).

F1 · derivative.expiration_date: Each share of Series A Preferred Stock automatically converted into 0.1900057 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-5.263 reverse stock split effected by the Issuer in connection with its initial public offering).

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.

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April 02, 2018 Filed Apr 5, 2018 00:56 UTC Q32 Bio Inc. FIXX · Entity 5594 PurchaseCommon Stock 625,000 $16.00 $10,000,000.00
Disclosure

SEC source: 0001193805-18-000506 · e617881_4-homology.xml · nonDerivative · entry 6

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 L.P. · CIK 0001010823 · Director · 10% owner · *Director by Deputization

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · Director · 10% owner · *Director by Deputization

Deerfield Private Design Fund III, L.P. · CIK 0001603333 · Director · 10% owner · *Director by Deputization

Deerfield Mgmt III, L.P. · CIK 0001610540 · Director · 10% owner · *Director by Deputization

Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · Director · 10% owner · *Director by Deputization

Deerfield Mgmt HIF, L.P. · CIK 0001665736 · 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: 625,000

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.

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April 02, 2018 Filed Apr 5, 2018 00:56 UTC Q32 Bio Inc. FIXX · Entity 5594 PurchaseCommon Stock 625,000 $16.00 $10,000,000.00
Disclosure

SEC source: 0001193805-18-000506 · e617881_4-homology.xml · nonDerivative · entry 5

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 L.P. · CIK 0001010823 · Director · 10% owner · *Director by Deputization

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · Director · 10% owner · *Director by Deputization

Deerfield Private Design Fund III, L.P. · CIK 0001603333 · Director · 10% owner · *Director by Deputization

Deerfield Mgmt III, L.P. · CIK 0001610540 · Director · 10% owner · *Director by Deputization

Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · Director · 10% owner · *Director by Deputization

Deerfield Mgmt HIF, L.P. · CIK 0001665736 · 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: 2,613,517

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.

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April 02, 2018 Filed Apr 5, 2018 00:56 UTC Q32 Bio Inc. FIXX · Entity 5594 ConversionCommon Stock 1,319,483 Not disclosed Not disclosed
Disclosure

SEC source: 0001193805-18-000506 · e617881_4-homology.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 L.P. · CIK 0001010823 · Director · 10% owner · *Director by Deputization

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · Director · 10% owner · *Director by Deputization

Deerfield Private Design Fund III, L.P. · CIK 0001603333 · Director · 10% owner · *Director by Deputization

Deerfield Mgmt III, L.P. · CIK 0001610540 · Director · 10% owner · *Director by Deputization

Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · Director · 10% owner · *Director by Deputization

Deerfield Mgmt HIF, L.P. · CIK 0001665736 · 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: 1,988,517

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · price: Each share of Series B Preferred Stock automatically converted into 0.1900057 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-5.263 reverse stock split effected by the Issuer in connection with its initial public offering).

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.

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April 02, 2018 Filed Apr 5, 2018 00:56 UTC Q32 Bio Inc. FIXX · Entity 5594 ConversionCommon Stock 1,319,484 Not disclosed Not disclosed
Disclosure

SEC source: 0001193805-18-000506 · e617881_4-homology.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 L.P. · CIK 0001010823 · Director · 10% owner · *Director by Deputization

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · Director · 10% owner · *Director by Deputization

Deerfield Private Design Fund III, L.P. · CIK 0001603333 · Director · 10% owner · *Director by Deputization

Deerfield Mgmt III, L.P. · CIK 0001610540 · Director · 10% owner · *Director by Deputization

Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · Director · 10% owner · *Director by Deputization

Deerfield Mgmt HIF, L.P. · CIK 0001665736 · 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: 1,988,518

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · price: Each share of Series B Preferred Stock automatically converted into 0.1900057 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-5.263 reverse stock split effected by the Issuer in connection with its initial public offering).

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.

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April 02, 2018 Filed Apr 5, 2018 00:56 UTC Q32 Bio Inc. FIXX · Entity 5594 ConversionCommon Stock 669,034 Not disclosed Not disclosed
Disclosure

SEC source: 0001193805-18-000506 · e617881_4-homology.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 L.P. · CIK 0001010823 · Director · 10% owner · *Director by Deputization

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · Director · 10% owner · *Director by Deputization

Deerfield Private Design Fund III, L.P. · CIK 0001603333 · Director · 10% owner · *Director by Deputization

Deerfield Mgmt III, L.P. · CIK 0001610540 · Director · 10% owner · *Director by Deputization

Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · Director · 10% owner · *Director by Deputization

Deerfield Mgmt HIF, L.P. · CIK 0001665736 · 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: 669,034

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Each share of Series A Preferred Stock automatically converted into 0.1900057 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-5.263 reverse stock split effected by the Issuer in connection with its initial public offering).

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.

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April 02, 2018 Filed Apr 5, 2018 00:56 UTC Q32 Bio Inc. FIXX · Entity 5594 ConversionCommon Stock 669,034 Not disclosed Not disclosed
Disclosure

SEC source: 0001193805-18-000506 · e617881_4-homology.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 L.P. · CIK 0001010823 · Director · 10% owner · *Director by Deputization

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · Director · 10% owner · *Director by Deputization

Deerfield Private Design Fund III, L.P. · CIK 0001603333 · Director · 10% owner · *Director by Deputization

Deerfield Mgmt III, L.P. · CIK 0001610540 · Director · 10% owner · *Director by Deputization

Deerfield Healthcare Innovations Fund, L.P. · CIK 0001646981 · Director · 10% owner · *Director by Deputization

Deerfield Mgmt HIF, L.P. · CIK 0001665736 · 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: 669,034

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Each share of Series A Preferred Stock automatically converted into 0.1900057 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-5.263 reverse stock split effected by the Issuer in connection with its initial public offering).

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.

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March 08, 2018 Filed Mar 21, 2018 20:12 UTC Amendment GYRE THERAPEUTICS, INC. CBIO · Entity 5247 SaleCommon Stock 2,233 $29.03 $64,823.99
Disclosure

SEC source: 0001193805-18-000436 · e617828_4a-catalyst.xml · nonDerivative · entry 10

Flynn James E · CIK 0001352546 · 10% owner · Possible Member of 10% Group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · Possible Member of 10% Group

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

Deerfield Special Situations Fund, L.P. · CIK 0001354395 · 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 Special Situations Fund, L.P.

Disclosed balance after: 305,965

F3 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $29.00 to $29.75, 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, L.P. is the general partner of Deerfield Special Situations Fund, L.P. and Deerfield Partners, L.P. (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. 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.

F6 · ownership.nature: This Amendment to the Form 4 filed with the Commission on March 8, 2018 (the "Original Filing") is being filed to correctly report the identity of the direct beneficial owners of shares sold on March 6, 2018, March 7, 2018 and March 8, 2018 (as well as the direct holder of shares beneficially owned by the applicable Reporting Persons following such sales) which were incorrectly reported on the March 8, 2018 Form 4 report. The aggregate number of shares sold by the Funds and the aggregate number of shares beneficially owned by the Reporting Persons, as reported in the Original Filing, remains unchanged.

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March 08, 2018 Filed Mar 21, 2018 20:12 UTC Amendment GYRE THERAPEUTICS, INC. CBIO · Entity 5247 SaleCommon Stock 5,890 $29.03 $170,986.70
Disclosure

SEC source: 0001193805-18-000436 · e617828_4a-catalyst.xml · nonDerivative · entry 9

Flynn James E · CIK 0001352546 · 10% owner · Possible Member of 10% Group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · Possible Member of 10% Group

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

Deerfield Special Situations Fund, L.P. · CIK 0001354395 · 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: 807,257

F3 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $29.00 to $29.75, 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, L.P. is the general partner of Deerfield Special Situations Fund, L.P. and Deerfield Partners, L.P. (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. 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.

F6 · ownership.nature: This Amendment to the Form 4 filed with the Commission on March 8, 2018 (the "Original Filing") is being filed to correctly report the identity of the direct beneficial owners of shares sold on March 6, 2018, March 7, 2018 and March 8, 2018 (as well as the direct holder of shares beneficially owned by the applicable Reporting Persons following such sales) which were incorrectly reported on the March 8, 2018 Form 4 report. The aggregate number of shares sold by the Funds and the aggregate number of shares beneficially owned by the Reporting Persons, as reported in the Original Filing, remains unchanged.

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March 08, 2018 Filed Mar 21, 2018 20:12 UTC Amendment GYRE THERAPEUTICS, INC. CBIO · Entity 5247 SaleCommon Stock 328 $30.00 $9,840.00
Disclosure

SEC source: 0001193805-18-000436 · e617828_4a-catalyst.xml · nonDerivative · entry 8

Flynn James E · CIK 0001352546 · 10% owner · Possible Member of 10% Group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · Possible Member of 10% Group

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

Deerfield Special Situations Fund, L.P. · CIK 0001354395 · 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 Special Situations Fund, L.P.

Disclosed balance after: 308,198

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, L.P. is the general partner of Deerfield Special Situations Fund, L.P. and Deerfield Partners, L.P. (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. 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.

F6 · ownership.nature: This Amendment to the Form 4 filed with the Commission on March 8, 2018 (the "Original Filing") is being filed to correctly report the identity of the direct beneficial owners of shares sold on March 6, 2018, March 7, 2018 and March 8, 2018 (as well as the direct holder of shares beneficially owned by the applicable Reporting Persons following such sales) which were incorrectly reported on the March 8, 2018 Form 4 report. The aggregate number of shares sold by the Funds and the aggregate number of shares beneficially owned by the Reporting Persons, as reported in the Original Filing, remains unchanged.

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March 08, 2018 Filed Mar 21, 2018 20:12 UTC Amendment GYRE THERAPEUTICS, INC. CBIO · Entity 5247 SaleCommon Stock 866 $30.00 $25,980.00
Disclosure

SEC source: 0001193805-18-000436 · e617828_4a-catalyst.xml · nonDerivative · entry 7

Flynn James E · CIK 0001352546 · 10% owner · Possible Member of 10% Group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · Possible Member of 10% Group

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

Deerfield Special Situations Fund, L.P. · CIK 0001354395 · 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: 813,147

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, L.P. is the general partner of Deerfield Special Situations Fund, L.P. and Deerfield Partners, L.P. (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. 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.

F6 · ownership.nature: This Amendment to the Form 4 filed with the Commission on March 8, 2018 (the "Original Filing") is being filed to correctly report the identity of the direct beneficial owners of shares sold on March 6, 2018, March 7, 2018 and March 8, 2018 (as well as the direct holder of shares beneficially owned by the applicable Reporting Persons following such sales) which were incorrectly reported on the March 8, 2018 Form 4 report. The aggregate number of shares sold by the Funds and the aggregate number of shares beneficially owned by the Reporting Persons, as reported in the Original Filing, remains unchanged.

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March 07, 2018 Filed Mar 21, 2018 20:12 UTC Amendment GYRE THERAPEUTICS, INC. CBIO · Entity 5247 SaleCommon Stock 2,748 $30.00 $82,440.00
Disclosure

SEC source: 0001193805-18-000436 · e617828_4a-catalyst.xml · nonDerivative · entry 6

Flynn James E · CIK 0001352546 · 10% owner · Possible Member of 10% Group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · Possible Member of 10% Group

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

Deerfield Special Situations Fund, L.P. · CIK 0001354395 · 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 Special Situations Fund, L.P.

Disclosed balance after: 308,526

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, L.P. is the general partner of Deerfield Special Situations Fund, L.P. and Deerfield Partners, L.P. (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. 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.

F6 · ownership.nature: This Amendment to the Form 4 filed with the Commission on March 8, 2018 (the "Original Filing") is being filed to correctly report the identity of the direct beneficial owners of shares sold on March 6, 2018, March 7, 2018 and March 8, 2018 (as well as the direct holder of shares beneficially owned by the applicable Reporting Persons following such sales) which were incorrectly reported on the March 8, 2018 Form 4 report. The aggregate number of shares sold by the Funds and the aggregate number of shares beneficially owned by the Reporting Persons, as reported in the Original Filing, remains unchanged.

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March 07, 2018 Filed Mar 21, 2018 20:12 UTC Amendment GYRE THERAPEUTICS, INC. CBIO · Entity 5247 SaleCommon Stock 7,252 $30.00 $217,560.00
Disclosure

SEC source: 0001193805-18-000436 · e617828_4a-catalyst.xml · nonDerivative · entry 5

Flynn James E · CIK 0001352546 · 10% owner · Possible Member of 10% Group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · Possible Member of 10% Group

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

Deerfield Special Situations Fund, L.P. · CIK 0001354395 · 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: 814,013

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, L.P. is the general partner of Deerfield Special Situations Fund, L.P. and Deerfield Partners, L.P. (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. 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.

F6 · ownership.nature: This Amendment to the Form 4 filed with the Commission on March 8, 2018 (the "Original Filing") is being filed to correctly report the identity of the direct beneficial owners of shares sold on March 6, 2018, March 7, 2018 and March 8, 2018 (as well as the direct holder of shares beneficially owned by the applicable Reporting Persons following such sales) which were incorrectly reported on the March 8, 2018 Form 4 report. The aggregate number of shares sold by the Funds and the aggregate number of shares beneficially owned by the Reporting Persons, as reported in the Original Filing, remains unchanged.

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March 06, 2018 Filed Mar 21, 2018 20:12 UTC Amendment GYRE THERAPEUTICS, INC. CBIO · Entity 5247 SaleCommon Stock 10,802 $31.18 $336,806.36
Disclosure

SEC source: 0001193805-18-000436 · e617828_4a-catalyst.xml · nonDerivative · entry 4

Flynn James E · CIK 0001352546 · 10% owner · Possible Member of 10% Group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · Possible Member of 10% Group

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

Deerfield Special Situations Fund, L.P. · CIK 0001354395 · 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 Special Situations Fund, L.P.

Disclosed balance after: 311,274

F2 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $31.00 to $31.21, 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, L.P. is the general partner of Deerfield Special Situations Fund, L.P. and Deerfield Partners, L.P. (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. 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.

F6 · ownership.nature: This Amendment to the Form 4 filed with the Commission on March 8, 2018 (the "Original Filing") is being filed to correctly report the identity of the direct beneficial owners of shares sold on March 6, 2018, March 7, 2018 and March 8, 2018 (as well as the direct holder of shares beneficially owned by the applicable Reporting Persons following such sales) which were incorrectly reported on the March 8, 2018 Form 4 report. The aggregate number of shares sold by the Funds and the aggregate number of shares beneficially owned by the Reporting Persons, as reported in the Original Filing, remains unchanged.

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March 06, 2018 Filed Mar 21, 2018 20:12 UTC Amendment GYRE THERAPEUTICS, INC. CBIO · Entity 5247 SaleCommon Stock 28,498 $31.18 $888,567.64
Disclosure

SEC source: 0001193805-18-000436 · e617828_4a-catalyst.xml · nonDerivative · entry 3

Flynn James E · CIK 0001352546 · 10% owner · Possible Member of 10% Group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · Possible Member of 10% Group

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

Deerfield Special Situations Fund, L.P. · CIK 0001354395 · 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: 821,265

F2 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $31.00 to $31.21, 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, L.P. is the general partner of Deerfield Special Situations Fund, L.P. and Deerfield Partners, L.P. (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. 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.

F6 · ownership.nature: This Amendment to the Form 4 filed with the Commission on March 8, 2018 (the "Original Filing") is being filed to correctly report the identity of the direct beneficial owners of shares sold on March 6, 2018, March 7, 2018 and March 8, 2018 (as well as the direct holder of shares beneficially owned by the applicable Reporting Persons following such sales) which were incorrectly reported on the March 8, 2018 Form 4 report. The aggregate number of shares sold by the Funds and the aggregate number of shares beneficially owned by the Reporting Persons, as reported in the Original Filing, remains unchanged.

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March 06, 2018 Filed Mar 21, 2018 20:12 UTC Amendment GYRE THERAPEUTICS, INC. CBIO · Entity 5247 SaleCommon Stock 3,617 $29.94 $108,292.98
Disclosure

SEC source: 0001193805-18-000436 · e617828_4a-catalyst.xml · nonDerivative · entry 2

Flynn James E · CIK 0001352546 · 10% owner · Possible Member of 10% Group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · Possible Member of 10% Group

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

Deerfield Special Situations Fund, L.P. · CIK 0001354395 · 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 Special Situations Fund, L.P.

Disclosed balance after: 322,076

F1 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $29.75 to $30.50, 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 (the "Commission"), upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1), (2) and (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, L.P. is the general partner of Deerfield Special Situations Fund, L.P. and Deerfield Partners, L.P. (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. 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.

F6 · ownership.nature: This Amendment to the Form 4 filed with the Commission on March 8, 2018 (the "Original Filing") is being filed to correctly report the identity of the direct beneficial owners of shares sold on March 6, 2018, March 7, 2018 and March 8, 2018 (as well as the direct holder of shares beneficially owned by the applicable Reporting Persons following such sales) which were incorrectly reported on the March 8, 2018 Form 4 report. The aggregate number of shares sold by the Funds and the aggregate number of shares beneficially owned by the Reporting Persons, as reported in the Original Filing, remains unchanged.

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March 06, 2018 Filed Mar 21, 2018 20:12 UTC Amendment GYRE THERAPEUTICS, INC. CBIO · Entity 5247 SaleCommon Stock 9,544 $29.94 $285,747.36
Disclosure

SEC source: 0001193805-18-000436 · e617828_4a-catalyst.xml · nonDerivative · entry 1

Flynn James E · CIK 0001352546 · 10% owner · Possible Member of 10% Group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · Possible Member of 10% Group

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

Deerfield Special Situations Fund, L.P. · CIK 0001354395 · 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: 849,763

F1 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $29.75 to $30.50, 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 (the "Commission"), upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1), (2) and (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, L.P. is the general partner of Deerfield Special Situations Fund, L.P. and Deerfield Partners, L.P. (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. 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.

F6 · ownership.nature: This Amendment to the Form 4 filed with the Commission on March 8, 2018 (the "Original Filing") is being filed to correctly report the identity of the direct beneficial owners of shares sold on March 6, 2018, March 7, 2018 and March 8, 2018 (as well as the direct holder of shares beneficially owned by the applicable Reporting Persons following such sales) which were incorrectly reported on the March 8, 2018 Form 4 report. The aggregate number of shares sold by the Funds and the aggregate number of shares beneficially owned by the Reporting Persons, as reported in the Original Filing, remains unchanged.

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November 30, 2017 Filed Dec 4, 2017 22:17 UTC Protara Therapeutics, Inc. PRTO · Entity 6203 SaleCommon Stock 110,557 $1.75 $193,474.75
Disclosure

SEC source: 0001193805-17-003553 · e617529_4-proteon.xml · nonDerivative · entry 2

Flynn James E · CIK 0001352546 · Director · *Director by Deputization

DEERFIELD MANAGEMENT CO · CIK 0001009258 · Director · *Director by Deputization

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · *Director by Deputization

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · *Director by Deputization

Deerfield International Master Fund, L.P. · CIK 0001565089 · 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 International Master Fund, L.P.

Disclosed balance after: 0

F1 · kind: The shares listed in column 4 of Table I above were transferred by Deerfield International Master Fund, L.P. to Deerfield Partners, L.P.

F1 · ownership.nature: The shares listed in column 4 of Table I above were transferred by Deerfield International Master Fund, L.P. to Deerfield Partners, L.P.

F2 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt, L.P. is the general partner of Deerfield International Master Fund, L.P. and Deerfield Partners, L.P. (collectively, 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. and Deerfield Management Company, L.P.

F3 · ownership.nature: 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.

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November 30, 2017 Filed Dec 4, 2017 22:17 UTC Protara Therapeutics, Inc. PRTO · Entity 6203 PurchaseCommon Stock 110,557 $1.75 $193,474.75
Disclosure

SEC source: 0001193805-17-003553 · e617529_4-proteon.xml · nonDerivative · entry 1

Flynn James E · CIK 0001352546 · Director · *Director by Deputization

DEERFIELD MANAGEMENT CO · CIK 0001009258 · Director · *Director by Deputization

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · *Director by Deputization

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · *Director by Deputization

Deerfield International Master Fund, L.P. · CIK 0001565089 · 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: 197,424

F1 · kind: The shares listed in column 4 of Table I above were transferred by Deerfield International Master Fund, L.P. to Deerfield Partners, L.P.

F1 · ownership.nature: The shares listed in column 4 of Table I above were transferred by Deerfield International Master Fund, L.P. to Deerfield Partners, L.P.

F2 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt, L.P. is the general partner of Deerfield International Master Fund, L.P. and Deerfield Partners, L.P. (collectively, 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. and Deerfield Management Company, L.P.

F3 · ownership.nature: 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.

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June 14, 2017 Filed Jun 15, 2017 00:13 UTC Societal CDMO, Inc. REPH · Entity 92137 SaleCommon Stock 68,000 $6.25 $425,000.00
Disclosure

SEC source: 0001193805-17-001110 · e616297_4-rp.xml · nonDerivative · entry 3

Flynn James E · CIK 0001352546 · 10% owner · Possible Member of 10% Group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · Possible Member of 10% Group

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

DEERFIELD MANAGEMENT CO · CIK 0001009258 · 10% owner · Possible Member of 10% Group

Deerfield International Master Fund, L.P. · CIK 0001565089 · 10% owner · Possible Member of 10% Group

Deerfield Special Situations Fund, L.P. · CIK 0001354395 · 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 Special Situations Fund, L.P.

Disclosed balance after: 1,176,685

F3 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $6.05 to $6.41, 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, L.P. is the general partner of Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P. and Deerfield International Master Fund, L.P. (collectively, 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. 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.

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June 13, 2017 Filed Jun 15, 2017 00:13 UTC Societal CDMO, Inc. REPH · Entity 92137 SaleCommon Stock 32,447 $6.59 $213,825.73
Disclosure

SEC source: 0001193805-17-001110 · e616297_4-rp.xml · nonDerivative · entry 2

Flynn James E · CIK 0001352546 · 10% owner · Possible Member of 10% Group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · Possible Member of 10% Group

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

DEERFIELD MANAGEMENT CO · CIK 0001009258 · 10% owner · Possible Member of 10% Group

Deerfield International Master Fund, L.P. · CIK 0001565089 · 10% owner · Possible Member of 10% Group

Deerfield Special Situations Fund, L.P. · CIK 0001354395 · 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 Special Situations Fund, L.P.

Disclosed balance after: 1,244,685

F2 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $6.40 to $6.76, 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, L.P. is the general partner of Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P. and Deerfield International Master Fund, L.P. (collectively, 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. 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.

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June 12, 2017 Filed Jun 15, 2017 00:13 UTC Societal CDMO, Inc. REPH · Entity 92137 SaleCommon Stock 10,000 $6.74 $67,400.00
Disclosure

SEC source: 0001193805-17-001110 · e616297_4-rp.xml · nonDerivative · entry 1

Flynn James E · CIK 0001352546 · 10% owner · Possible Member of 10% Group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · Possible Member of 10% Group

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

DEERFIELD MANAGEMENT CO · CIK 0001009258 · 10% owner · Possible Member of 10% Group

Deerfield International Master Fund, L.P. · CIK 0001565089 · 10% owner · Possible Member of 10% Group

Deerfield Special Situations Fund, L.P. · CIK 0001354395 · 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 Special Situations Fund, L.P.

Disclosed balance after: 1,277,132

F1 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $6.61 to $6.92, 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) and (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, L.P. is the general partner of Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P. and Deerfield International Master Fund, L.P. (collectively, 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. 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.

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June 08, 2017 Filed Jun 9, 2017 20:07 UTC Societal CDMO, Inc. REPH · Entity 92137 SaleCommon Stock 17,245 $6.99 $120,542.55
Disclosure

SEC source: 0001193805-17-001069 · e616273_4-rp.xml · nonDerivative · entry 2

Flynn James E · CIK 0001352546 · 10% owner · Possible Member of 10% Group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · Possible Member of 10% Group

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

DEERFIELD MANAGEMENT CO · CIK 0001009258 · 10% owner · Possible Member of 10% Group

Deerfield International Master Fund, L.P. · CIK 0001565089 · 10% owner · Possible Member of 10% Group

Deerfield Special Situations Fund, L.P. · CIK 0001354395 · 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 Special Situations Fund, L.P.

Disclosed balance after: 1,287,132

F2 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $6.97 to $7.01, 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, L.P. is the general partner of Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P. and Deerfield International Master Fund, L.P. (collectively, 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. 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.

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June 07, 2017 Filed Jun 9, 2017 20:07 UTC Societal CDMO, Inc. REPH · Entity 92137 SaleCommon Stock 45,623 $7.09 $323,467.07
Disclosure

SEC source: 0001193805-17-001069 · e616273_4-rp.xml · nonDerivative · entry 1

Flynn James E · CIK 0001352546 · 10% owner · Possible Member of 10% Group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · Possible Member of 10% Group

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

DEERFIELD MANAGEMENT CO · CIK 0001009258 · 10% owner · Possible Member of 10% Group

Deerfield International Master Fund, L.P. · CIK 0001565089 · 10% owner · Possible Member of 10% Group

Deerfield Special Situations Fund, L.P. · CIK 0001354395 · 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 Special Situations Fund, L.P.

Disclosed balance after: 1,304,377

F1 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $6.96 to $7.67, 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) and (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, L.P. is the general partner of Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P. and Deerfield International Master Fund, L.P. (collectively, 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. 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.

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April 27, 2017 Filed Apr 27, 2017 23:00 UTC eHealth, Inc. EHTH · Entity 497 SaleCommon Stock 71,837 $11.71 $841,211.27
Disclosure

SEC source: 0001193805-17-000705 · e616080_4-ehealth.xml · nonDerivative · entry 6

Flynn James E · CIK 0001352546 · 10% owner · Possible Members of 10% Group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · Possible Members of 10% Group

DEERFIELD MANAGEMENT CO · CIK 0001009258 · 10% owner · Possible Members of 10% Group

Deerfield Special Situations Fund, L.P. · CIK 0001354395 · 10% owner · Possible Members of 10% Group

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

Deerfield International Master Fund, L.P. · CIK 0001565089 · 10% owner · Possible Members of 10% Group

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

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield International Master Fund, L.P.

Disclosed balance after: 877,606

F2 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $11.71 to $11.79, 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, L.P. is the general partner of Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P. and Deerfield International Master Fund, L.P. (collectively, 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. 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.

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April 27, 2017 Filed Apr 27, 2017 23:00 UTC eHealth, Inc. EHTH · Entity 497 SaleCommon Stock 58,067 $11.71 $679,964.57
Disclosure

SEC source: 0001193805-17-000705 · e616080_4-ehealth.xml · nonDerivative · entry 5

Flynn James E · CIK 0001352546 · 10% owner · Possible Members of 10% Group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · Possible Members of 10% Group

DEERFIELD MANAGEMENT CO · CIK 0001009258 · 10% owner · Possible Members of 10% Group

Deerfield Special Situations Fund, L.P. · CIK 0001354395 · 10% owner · Possible Members of 10% Group

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

Deerfield International Master Fund, L.P. · CIK 0001565089 · 10% owner · Possible Members 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: 709,386

F2 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $11.71 to $11.79, 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, L.P. is the general partner of Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P. and Deerfield International Master Fund, L.P. (collectively, 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. 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.

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April 27, 2017 Filed Apr 27, 2017 23:00 UTC eHealth, Inc. EHTH · Entity 497 SaleCommon Stock 183,805 $11.71 $2,152,356.55
Disclosure

SEC source: 0001193805-17-000705 · e616080_4-ehealth.xml · nonDerivative · entry 4

Flynn James E · CIK 0001352546 · 10% owner · Possible Members of 10% Group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · Possible Members of 10% Group

DEERFIELD MANAGEMENT CO · CIK 0001009258 · 10% owner · Possible Members of 10% Group

Deerfield Special Situations Fund, L.P. · CIK 0001354395 · 10% owner · Possible Members of 10% Group

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

Deerfield International Master Fund, L.P. · CIK 0001565089 · 10% owner · Possible Members of 10% Group

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

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Special Situations Fund, L.P.

Disclosed balance after: 244,562

F2 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $11.71 to $11.79, 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, L.P. is the general partner of Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P. and Deerfield International Master Fund, L.P. (collectively, 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. 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.

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April 26, 2017 Filed Apr 27, 2017 23:00 UTC eHealth, Inc. EHTH · Entity 497 SaleCommon Stock 25,932 $11.52 $298,736.64
Disclosure

SEC source: 0001193805-17-000705 · e616080_4-ehealth.xml · nonDerivative · entry 3

Flynn James E · CIK 0001352546 · 10% owner · Possible Members of 10% Group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · Possible Members of 10% Group

DEERFIELD MANAGEMENT CO · CIK 0001009258 · 10% owner · Possible Members of 10% Group

Deerfield Special Situations Fund, L.P. · CIK 0001354395 · 10% owner · Possible Members of 10% Group

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

Deerfield International Master Fund, L.P. · CIK 0001565089 · 10% owner · Possible Members of 10% Group

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

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield International Master Fund, L.P.

Disclosed balance after: 949,443

F1 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $11.50 to $11.68, 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) and (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, L.P. is the general partner of Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P. and Deerfield International Master Fund, L.P. (collectively, 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. 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.

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April 26, 2017 Filed Apr 27, 2017 23:00 UTC eHealth, Inc. EHTH · Entity 497 SaleCommon Stock 20,962 $11.52 $241,482.24
Disclosure

SEC source: 0001193805-17-000705 · e616080_4-ehealth.xml · nonDerivative · entry 2

Flynn James E · CIK 0001352546 · 10% owner · Possible Members of 10% Group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · Possible Members of 10% Group

DEERFIELD MANAGEMENT CO · CIK 0001009258 · 10% owner · Possible Members of 10% Group

Deerfield Special Situations Fund, L.P. · CIK 0001354395 · 10% owner · Possible Members of 10% Group

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

Deerfield International Master Fund, L.P. · CIK 0001565089 · 10% owner · Possible Members 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: 767,453

F1 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $11.50 to $11.68, 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) and (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, L.P. is the general partner of Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P. and Deerfield International Master Fund, L.P. (collectively, 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. 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.

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April 26, 2017 Filed Apr 27, 2017 23:00 UTC eHealth, Inc. EHTH · Entity 497 SaleCommon Stock 66,351 $11.52 $764,363.52
Disclosure

SEC source: 0001193805-17-000705 · e616080_4-ehealth.xml · nonDerivative · entry 1

Flynn James E · CIK 0001352546 · 10% owner · Possible Members of 10% Group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · Possible Members of 10% Group

DEERFIELD MANAGEMENT CO · CIK 0001009258 · 10% owner · Possible Members of 10% Group

Deerfield Special Situations Fund, L.P. · CIK 0001354395 · 10% owner · Possible Members of 10% Group

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

Deerfield International Master Fund, L.P. · CIK 0001565089 · 10% owner · Possible Members of 10% Group

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

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Special Situations Fund, L.P.

Disclosed balance after: 428,367

F1 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $11.50 to $11.68, 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) and (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, L.P. is the general partner of Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P. and Deerfield International Master Fund, L.P. (collectively, 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. 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.

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April 13, 2017 Filed Apr 17, 2017 21:37 UTC eHealth, Inc. EHTH · Entity 497 SaleCommon Stock 34,349 $11.00 $377,839.00
Disclosure

SEC source: 0001193805-17-000651 · e616042_4-ehealth.xml · nonDerivative · entry 3

Flynn James E · CIK 0001352546 · 10% owner · Possible Members of 10% Group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · Possible Members of 10% Group

DEERFIELD MANAGEMENT CO · CIK 0001009258 · 10% owner · Possible Members of 10% Group

Deerfield Special Situations Fund, L.P. · CIK 0001354395 · 10% owner · Possible Members of 10% Group

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

Deerfield International Master Fund, L.P. · CIK 0001565089 · 10% owner · Possible Members of 10% Group

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

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield International Master Fund, L.P.

Disclosed balance after: 975,375

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 Special Situations Fund, L.P., Deerfield Partners, L.P. and Deerfield International Master Fund, L.P. (collectively, 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. 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.

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April 13, 2017 Filed Apr 17, 2017 21:37 UTC eHealth, Inc. EHTH · Entity 497 SaleCommon Stock 27,765 $11.00 $305,415.00
Disclosure

SEC source: 0001193805-17-000651 · e616042_4-ehealth.xml · nonDerivative · entry 2

Flynn James E · CIK 0001352546 · 10% owner · Possible Members of 10% Group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · Possible Members of 10% Group

DEERFIELD MANAGEMENT CO · CIK 0001009258 · 10% owner · Possible Members of 10% Group

Deerfield Special Situations Fund, L.P. · CIK 0001354395 · 10% owner · Possible Members of 10% Group

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

Deerfield International Master Fund, L.P. · CIK 0001565089 · 10% owner · Possible Members 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: 788,415

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 Special Situations Fund, L.P., Deerfield Partners, L.P. and Deerfield International Master Fund, L.P. (collectively, 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. 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.

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April 13, 2017 Filed Apr 17, 2017 21:37 UTC eHealth, Inc. EHTH · Entity 497 SaleCommon Stock 87,886 $11.00 $966,746.00
Disclosure

SEC source: 0001193805-17-000651 · e616042_4-ehealth.xml · nonDerivative · entry 1

Flynn James E · CIK 0001352546 · 10% owner · Possible Members of 10% Group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · Possible Members of 10% Group

DEERFIELD MANAGEMENT CO · CIK 0001009258 · 10% owner · Possible Members of 10% Group

Deerfield Special Situations Fund, L.P. · CIK 0001354395 · 10% owner · Possible Members of 10% Group

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

Deerfield International Master Fund, L.P. · CIK 0001565089 · 10% owner · Possible Members of 10% Group

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

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Special Situations Fund, L.P.

Disclosed balance after: 494,718

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 Special Situations Fund, L.P., Deerfield Partners, L.P. and Deerfield International Master Fund, L.P. (collectively, 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. 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.

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April 11, 2017 Filed Apr 11, 2017 21:56 UTC eHealth, Inc. EHTH · Entity 497 SaleCommon Stock 7,658 $11.01 $84,333.73
Disclosure

SEC source: 0001193805-17-000620 · e616028_4-ehealth.xml · nonDerivative · entry 9

Flynn James E · CIK 0001352546 · 10% owner · Possible Members of 10% Group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · Possible Members of 10% Group

DEERFIELD MANAGEMENT CO · CIK 0001009258 · 10% owner · Possible Members of 10% Group

Deerfield Special Situations Fund, L.P. · CIK 0001354395 · 10% owner · Possible Members of 10% Group

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

Deerfield International Master Fund, L.P. · CIK 0001565089 · 10% owner · Possible Members of 10% Group

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

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield International Master Fund, L.P.

Disclosed balance after: 1,009,724

F3 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $11.00 to $11.15, 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, L.P. is the general partner of Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P. and Deerfield International Master Fund, L.P. (collectively, 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. 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.

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April 11, 2017 Filed Apr 11, 2017 21:56 UTC eHealth, Inc. EHTH · Entity 497 SaleCommon Stock 6,189 $11.01 $68,156.36
Disclosure

SEC source: 0001193805-17-000620 · e616028_4-ehealth.xml · nonDerivative · entry 8

Flynn James E · CIK 0001352546 · 10% owner · Possible Members of 10% Group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · Possible Members of 10% Group

DEERFIELD MANAGEMENT CO · CIK 0001009258 · 10% owner · Possible Members of 10% Group

Deerfield Special Situations Fund, L.P. · CIK 0001354395 · 10% owner · Possible Members of 10% Group

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

Deerfield International Master Fund, L.P. · CIK 0001565089 · 10% owner · Possible Members 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: 816,180

F3 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $11.00 to $11.15, 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, L.P. is the general partner of Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P. and Deerfield International Master Fund, L.P. (collectively, 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. 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.

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April 11, 2017 Filed Apr 11, 2017 21:56 UTC eHealth, Inc. EHTH · Entity 497 SaleCommon Stock 19,593 $11.01 $215,767.91
Disclosure

SEC source: 0001193805-17-000620 · e616028_4-ehealth.xml · nonDerivative · entry 7

Flynn James E · CIK 0001352546 · 10% owner · Possible Members of 10% Group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · Possible Members of 10% Group

DEERFIELD MANAGEMENT CO · CIK 0001009258 · 10% owner · Possible Members of 10% Group

Deerfield Special Situations Fund, L.P. · CIK 0001354395 · 10% owner · Possible Members of 10% Group

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

Deerfield International Master Fund, L.P. · CIK 0001565089 · 10% owner · Possible Members of 10% Group

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

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Special Situations Fund, L.P.

Disclosed balance after: 582,604

F3 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $11.00 to $11.15, 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, L.P. is the general partner of Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P. and Deerfield International Master Fund, L.P. (collectively, 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. 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.

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April 10, 2017 Filed Apr 11, 2017 21:56 UTC eHealth, Inc. EHTH · Entity 497 SaleCommon Stock 18,264 $11.04 $201,588.90
Disclosure

SEC source: 0001193805-17-000620 · e616028_4-ehealth.xml · nonDerivative · entry 6

Flynn James E · CIK 0001352546 · 10% owner · Possible Members of 10% Group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · Possible Members of 10% Group

DEERFIELD MANAGEMENT CO · CIK 0001009258 · 10% owner · Possible Members of 10% Group

Deerfield Special Situations Fund, L.P. · CIK 0001354395 · 10% owner · Possible Members of 10% Group

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

Deerfield International Master Fund, L.P. · CIK 0001565089 · 10% owner · Possible Members of 10% Group

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

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield International Master Fund, L.P.

Disclosed balance after: 1,017,382

F2 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $11.00 to $11.26, 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, L.P. is the general partner of Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P. and Deerfield International Master Fund, L.P. (collectively, 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. 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.

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April 10, 2017 Filed Apr 11, 2017 21:56 UTC eHealth, Inc. EHTH · Entity 497 SaleCommon Stock 14,763 $11.04 $162,946.61
Disclosure

SEC source: 0001193805-17-000620 · e616028_4-ehealth.xml · nonDerivative · entry 5

Flynn James E · CIK 0001352546 · 10% owner · Possible Members of 10% Group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · Possible Members of 10% Group

DEERFIELD MANAGEMENT CO · CIK 0001009258 · 10% owner · Possible Members of 10% Group

Deerfield Special Situations Fund, L.P. · CIK 0001354395 · 10% owner · Possible Members of 10% Group

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

Deerfield International Master Fund, L.P. · CIK 0001565089 · 10% owner · Possible Members 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: 822,369

F2 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $11.00 to $11.26, 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, L.P. is the general partner of Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P. and Deerfield International Master Fund, L.P. (collectively, 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. 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.

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April 10, 2017 Filed Apr 11, 2017 21:56 UTC eHealth, Inc. EHTH · Entity 497 SaleCommon Stock 46,730 $11.04 $515,782.38
Disclosure

SEC source: 0001193805-17-000620 · e616028_4-ehealth.xml · nonDerivative · entry 4

Flynn James E · CIK 0001352546 · 10% owner · Possible Members of 10% Group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · Possible Members of 10% Group

DEERFIELD MANAGEMENT CO · CIK 0001009258 · 10% owner · Possible Members of 10% Group

Deerfield Special Situations Fund, L.P. · CIK 0001354395 · 10% owner · Possible Members of 10% Group

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

Deerfield International Master Fund, L.P. · CIK 0001565089 · 10% owner · Possible Members of 10% Group

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

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Special Situations Fund, L.P.

Disclosed balance after: 602,197

F2 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $11.00 to $11.26, 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, L.P. is the general partner of Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P. and Deerfield International Master Fund, L.P. (collectively, 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. 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.

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April 07, 2017 Filed Apr 11, 2017 21:56 UTC eHealth, Inc. EHTH · Entity 497 SaleCommon Stock 27,228 $11.72 $319,011.42
Disclosure

SEC source: 0001193805-17-000620 · e616028_4-ehealth.xml · nonDerivative · entry 3

Flynn James E · CIK 0001352546 · 10% owner · Possible Members of 10% Group

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · Possible Members of 10% Group

DEERFIELD MANAGEMENT CO · CIK 0001009258 · 10% owner · Possible Members of 10% Group

Deerfield Special Situations Fund, L.P. · CIK 0001354395 · 10% owner · Possible Members of 10% Group

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

Deerfield International Master Fund, L.P. · CIK 0001565089 · 10% owner · Possible Members of 10% Group

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

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield International Master Fund, L.P.

Disclosed balance after: 1,035,646

F1 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $11.70 to $11.83, 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) and (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, L.P. is the general partner of Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P. and Deerfield International Master Fund, L.P. (collectively, 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. 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.

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Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.