person · Reporting owner
Deerfield Mgmt V, L.P.
Disclosed activity across 4 companies
Sign in to followReported relationships
Latest disclosed role at each company.
| Company | Last reported as | Report date | Published |
|---|---|---|---|
| Tessera Defense & Homeland Security Inc.PHGE · Entity 8384 | Director · *Director by Deputization | April 21, 2025 | April 23, 2025 |
Disclosed balances
About these balances
Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.
Tessera Defense & Homeland Security Inc.
Report date April 21, 2025 · Filed April 23, 2025
Jointly reported with Flynn James E, DEERFIELD MANAGEMENT COMPANY, L.P., Deerfield Mgmt HIF, L.P., Deerfield Private Design Fund V, L.P., Deerfield Healthcare Innovations Fund II, L.P.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| WarrantsSEC Table II · derivative / convertible security · Conversion / exercise price $0.93 · Expires 2030-04-21 | IndirectThrough Deerfield Private Design Fund V, L.P. | 1,611,864 |
Reported balance
After 2025-04-21 transaction · row 1
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 1 · 2025-04-21 · Grant · Acquired 1,611,864 · Balance 1,611,864 F1: The reported Warrants were originally issued on February 27, 2025 pursuant to the Inducement Letter Agreement described in Footnote 1 to the Form 4 filed by the Reporting Persons on March 3, 2025, but such Warrants were not exercisable unless and until requisite approval of the Issuer's stockholder had been obtained. Such approval was obtained on April 21, 2025, whereupon the Warrants became exercisable in accordance with their terms. The acquisition or deemed acquisition of such securities and any shares of Common Stock that may be acquired upon exercise of such Warrants were exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F2: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt V, L.P. is the general partner of Deerfield Private Design Fund V, L.P. ("DPD V"). Deerfield Mgmt HIF II, L.P. is the general partner of Deerfield Healthcare Innovations Fund II, L.P. ("HIF II" and, together with DPD V, the "Funds"). Deerfield Management Company, L.P. is the investment manager of each Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt V, L.P., Deerfield Mgmt HIF II, L.P. and Deerfield Management Company, L.P. F3: In accordance with Instruction 4 (b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise. |
| WarrantsSEC Table II · derivative / convertible security · Conversion / exercise price $0.93 · Expires 2030-04-21 | IndirectThrough Deerfield Healthcare Innovations Fund II, L.P. | 1,611,864 |
Reported balance
After 2025-04-21 transaction · row 2
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 2 · 2025-04-21 · Grant · Acquired 1,611,864 · Balance 1,611,864 F1: The reported Warrants were originally issued on February 27, 2025 pursuant to the Inducement Letter Agreement described in Footnote 1 to the Form 4 filed by the Reporting Persons on March 3, 2025, but such Warrants were not exercisable unless and until requisite approval of the Issuer's stockholder had been obtained. Such approval was obtained on April 21, 2025, whereupon the Warrants became exercisable in accordance with their terms. The acquisition or deemed acquisition of such securities and any shares of Common Stock that may be acquired upon exercise of such Warrants were exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F2: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt V, L.P. is the general partner of Deerfield Private Design Fund V, L.P. ("DPD V"). Deerfield Mgmt HIF II, L.P. is the general partner of Deerfield Healthcare Innovations Fund II, L.P. ("HIF II" and, together with DPD V, the "Funds"). Deerfield Management Company, L.P. is the investment manager of each Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt V, L.P., Deerfield Mgmt HIF II, L.P. and Deerfield Management Company, L.P. F3: In accordance with Instruction 4 (b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise. |
Filing footnotes · ownership attribution and instrument terms
F1: The reported Warrants were originally issued on February 27, 2025 pursuant to the Inducement Letter Agreement described in Footnote 1 to the Form 4 filed by the Reporting Persons on March 3, 2025, but such Warrants were not exercisable unless and until requisite approval of the Issuer's stockholder had been obtained. Such approval was obtained on April 21, 2025, whereupon the Warrants became exercisable in accordance with their terms. The acquisition or deemed acquisition of such securities and any shares of Common Stock that may be acquired upon exercise of such Warrants were exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
F2: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt V, L.P. is the general partner of Deerfield Private Design Fund V, L.P. ("DPD V"). Deerfield Mgmt HIF II, L.P. is the general partner of Deerfield Healthcare Innovations Fund II, L.P. ("HIF II" and, together with DPD V, the "Funds"). Deerfield Management Company, L.P. is the investment manager of each Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt V, L.P., Deerfield Mgmt HIF II, L.P. and Deerfield Management Company, L.P.
F3: In accordance with Instruction 4 (b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.
Past disclosures · reporting ended (3)
No longer tracked through insider filings. These historical balances do not imply present ownership or a zero position.
Bicara Therapeutics Inc.
Report date September 17, 2024 · Filed September 17, 2024
Jointly reported with Flynn James E, DEERFIELD MANAGEMENT COMPANY, L.P., Deerfield Private Design Fund V, L.P., DEERFIELD PARTNERS, L.P., Deerfield Mgmt L.P.
Section 16 reporting ended · disclosed 2024-09-17. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | IndirectThrough Deerfield Partners, L.P. | 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 rowsRow 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-derivative | IndirectThrough 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 rowsRow 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 security | IndirectThrough 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 rowRow 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 security | IndirectThrough 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 rowRow 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.
PepGen Inc.
Report date May 10, 2022 · Filed May 10, 2022
Jointly reported with Flynn James E, Deerfield Mgmt L.P., DEERFIELD PARTNERS, L.P., DEERFIELD MANAGEMENT COMPANY, L.P., Deerfield Private Design Fund V, L.P.
Section 16 reporting ended · disclosed 2022-05-10. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | IndirectThrough Deerfield Partners, L.P. | 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 rowsRow 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-derivative | IndirectThrough 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 rowsRow 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 security | IndirectThrough 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 rowRow 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 security | IndirectThrough 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 rowRow 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.
Xilio Therapeutics, Inc.
Report date October 26, 2021 · Filed October 28, 2021
Jointly reported with Flynn James E, Deerfield Mgmt L.P., DEERFIELD PARTNERS, L.P., DEERFIELD MANAGEMENT COMPANY, L.P.
Section 16 reporting ended · disclosed 2021-10-28. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | IndirectThrough Deerfield Partners, L.P. | 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 rowsRow 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-derivative | IndirectThrough 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 rowsRow 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 security | IndirectThrough 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 rowRow 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 security | IndirectThrough 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 rowRow 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.
Transaction history
JSON APIPurchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”
The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.
| Transaction date | Company | Activity / security | Shares / units | Reported price | Reported value | Details |
|---|---|---|---|---|---|---|
| April 21, 2025 Filed Apr 23, 2025 21:49 UTC | Tessera Defense & Homeland Security Inc. PHGE · Entity 8384 | GrantWarrants · Derivative | 1,611,864 | Not disclosed Strike: $0.93 | Not disclosed |
DisclosureSEC source: 0001193805-25-000549 · e664432_4-biomx.xml · derivative · entry 2 Flynn James E · CIK 0001352546 · Director · *Director by Deputization DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · Director · *Director by Deputization Deerfield Mgmt V, L.P. · CIK 0001876688 · Director · *Director by Deputization Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · *Director by Deputization Deerfield Private Design Fund V, L.P. · CIK 0001815437 · Director · *Director by Deputization Deerfield Healthcare Innovations Fund II, L.P. · CIK 0001780064 · Director · *Director by Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Healthcare Innovations Fund II, L.P. Disclosed balance after: 1,611,864 Underlying: Common Stock · 1,611,864 shares Expires 2030-04-21 F1 · price: The reported Warrants were originally issued on February 27, 2025 pursuant to the Inducement Letter Agreement described in Footnote 1 to the Form 4 filed by the Reporting Persons on March 3, 2025, but such Warrants were not exercisable unless and until requisite approval of the Issuer's stockholder had been obtained. Such approval was obtained on April 21, 2025, whereupon the Warrants became exercisable in accordance with their terms. The acquisition or deemed acquisition of such securities and any shares of Common Stock that may be acquired upon exercise of such Warrants were exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F1 · derivative.exercise_date: The reported Warrants were originally issued on February 27, 2025 pursuant to the Inducement Letter Agreement described in Footnote 1 to the Form 4 filed by the Reporting Persons on March 3, 2025, but such Warrants were not exercisable unless and until requisite approval of the Issuer's stockholder had been obtained. Such approval was obtained on April 21, 2025, whereupon the Warrants became exercisable in accordance with their terms. The acquisition or deemed acquisition of such securities and any shares of Common Stock that may be acquired upon exercise of such Warrants were exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F2 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt V, L.P. is the general partner of Deerfield Private Design Fund V, L.P. ("DPD V"). Deerfield Mgmt HIF II, L.P. is the general partner of Deerfield Healthcare Innovations Fund II, L.P. ("HIF II" and, together with DPD V, the "Funds"). Deerfield Management Company, L.P. is the investment manager of each Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt V, L.P., Deerfield Mgmt HIF II, L.P. and Deerfield Management Company, L.P. F3 · ownership.nature: In accordance with Instruction 4 (b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise. Read SEC document |
| April 21, 2025 Filed Apr 23, 2025 21:49 UTC | Tessera Defense & Homeland Security Inc. PHGE · Entity 8384 | GrantWarrants · Derivative | 1,611,864 | Not disclosed Strike: $0.93 | Not disclosed |
DisclosureSEC source: 0001193805-25-000549 · e664432_4-biomx.xml · derivative · entry 1 Flynn James E · CIK 0001352546 · Director · *Director by Deputization DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · Director · *Director by Deputization Deerfield Mgmt V, L.P. · CIK 0001876688 · Director · *Director by Deputization Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · *Director by Deputization Deerfield Private Design Fund V, L.P. · CIK 0001815437 · Director · *Director by Deputization Deerfield Healthcare Innovations Fund II, L.P. · CIK 0001780064 · Director · *Director by Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Private Design Fund V, L.P. Disclosed balance after: 1,611,864 Underlying: Common Stock · 1,611,864 shares Expires 2030-04-21 F1 · price: The reported Warrants were originally issued on February 27, 2025 pursuant to the Inducement Letter Agreement described in Footnote 1 to the Form 4 filed by the Reporting Persons on March 3, 2025, but such Warrants were not exercisable unless and until requisite approval of the Issuer's stockholder had been obtained. Such approval was obtained on April 21, 2025, whereupon the Warrants became exercisable in accordance with their terms. The acquisition or deemed acquisition of such securities and any shares of Common Stock that may be acquired upon exercise of such Warrants were exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F1 · derivative.exercise_date: The reported Warrants were originally issued on February 27, 2025 pursuant to the Inducement Letter Agreement described in Footnote 1 to the Form 4 filed by the Reporting Persons on March 3, 2025, but such Warrants were not exercisable unless and until requisite approval of the Issuer's stockholder had been obtained. Such approval was obtained on April 21, 2025, whereupon the Warrants became exercisable in accordance with their terms. The acquisition or deemed acquisition of such securities and any shares of Common Stock that may be acquired upon exercise of such Warrants were exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F2 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt V, L.P. is the general partner of Deerfield Private Design Fund V, L.P. ("DPD V"). Deerfield Mgmt HIF II, L.P. is the general partner of Deerfield Healthcare Innovations Fund II, L.P. ("HIF II" and, together with DPD V, the "Funds"). Deerfield Management Company, L.P. is the investment manager of each Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt V, L.P., Deerfield Mgmt HIF II, L.P. and Deerfield Management Company, L.P. F3 · ownership.nature: In accordance with Instruction 4 (b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise. Read SEC document |
| February 27, 2025 Filed Mar 4, 2025 00:02 UTC | Tessera Defense & Homeland Security Inc. PHGE · Entity 8384 | GrantWarrants · Derivative | 1,258,614 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001193805-25-000258 · e664242_4-biomx.xml · derivative · entry 6 Flynn James E · CIK 0001352546 · Director · *Director by Deputization DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · Director · *Director by Deputization Deerfield Mgmt V, L.P. · CIK 0001876688 · Director · *Director by Deputization Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · *Director by Deputization Deerfield Private Design Fund V, L.P. · CIK 0001815437 · Director · *Director by Deputization Deerfield Healthcare Innovations Fund II, L.P. · CIK 0001780064 · Director · *Director by Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Healthcare Innovations Fund II, L.P. Disclosed balance after: 1,258,614 Underlying: Common Stock · 1,258,614 shares Expires not disclosed F6 · derivative.exercise_price: In connection with exercise of the Private Placement Warrants pursuant to the Inducement Letter Agreements, each Fund's Private Placement Warrant was amended and restated in respect of 1,258,614 of the underlying shares, to (i) reduce the exercise price from $2.311 per share to $0.0001 per share (in addition to $0.9305 per share that was pre-funded in connection with the exercise of the Private Placement Warrants pursuant to the Inducement Letter Agreements), (ii) extend the Expiration Date (as defined in the Private Placement Warrants) from 24 months after the initial exercisability date until such time that the Private Placement Warrants are exercised in full, and (iii) to remove from Section 4(b) such provisions as related to the Black-Scholes Value (as defined in the Private Placement Warrants) as related to any Fundamental Transactions (as defined in the Private Placement Warrants) undertaken by the Company. F1 · price: On February 27, 2025, each of Deerfield Private Design Fund V, L.P. ("DPD V") and Deerfield Healthcare Innovations Fund II, L.P. ("HIF II" and together with DPD V, the "Funds" and each a "Fund") exercised its Private Placement Warrant (as defined in the Form 4 filed by the Reporting Persons on July 9, 2024 with respect to the Issuer) for cash in respect of 1,611,864 shares of Common Stock (the "Exercise Shares"), pursuant to a letter agreement, dated as of February 25, 2025 (each an "Inducement Letter Agreement"), between such Fund and the Company. Pursuant to each Inducement Letter Agreement, each such exercise was effected at a reduced exercise price of $0.9306 per share in consideration for the issuance by the Company to such Fund of a new warrant (each, a "New Warrant") to purchase up to 1,611,864 shares of Common Stock (the "New Warrant Shares"). F2 · price: To the extent the exercise of a Private Placement Warrant in accordance with an Inducement Letter Agreement would otherwise have resulted in the issuance of a number of shares of Common Stock in excess of the number of shares of Common Stock that the Funds could acquire without exceeding the beneficial ownership limitations ("Beneficial Ownership Limitation") set forth in the Private Placement Warrants, pursuant to the Inducement Letter Agreement, on February 27, 202 (i) the Company issued to each Fund 353,249 shares of Common Stock (representing the maximum number of shares of Common Stock that each Fund was entitled to receive without exceeding the Beneficial Ownership Limitation), and (ii) in lieu of issuing the remaining 1,258,614 shares of Common Stock for which each Fund exercised its Private Placement Warrant, amended and restated the portion of the Private Placement Warrant exercisable for such excess shares as set forth in the Amended and Restated Warrant (as defined below). F6 · price: In connection with exercise of the Private Placement Warrants pursuant to the Inducement Letter Agreements, each Fund's Private Placement Warrant was amended and restated in respect of 1,258,614 of the underlying shares, to (i) reduce the exercise price from $2.311 per share to $0.0001 per share (in addition to $0.9305 per share that was pre-funded in connection with the exercise of the Private Placement Warrants pursuant to the Inducement Letter Agreements), (ii) extend the Expiration Date (as defined in the Private Placement Warrants) from 24 months after the initial exercisability date until such time that the Private Placement Warrants are exercised in full, and (iii) to remove from Section 4(b) such provisions as related to the Black-Scholes Value (as defined in the Private Placement Warrants) as related to any Fundamental Transactions (as defined in the Private Placement Warrants) undertaken by the Company. F6 · derivative.exercise_date: In connection with exercise of the Private Placement Warrants pursuant to the Inducement Letter Agreements, each Fund's Private Placement Warrant was amended and restated in respect of 1,258,614 of the underlying shares, to (i) reduce the exercise price from $2.311 per share to $0.0001 per share (in addition to $0.9305 per share that was pre-funded in connection with the exercise of the Private Placement Warrants pursuant to the Inducement Letter Agreements), (ii) extend the Expiration Date (as defined in the Private Placement Warrants) from 24 months after the initial exercisability date until such time that the Private Placement Warrants are exercised in full, and (iii) to remove from Section 4(b) such provisions as related to the Black-Scholes Value (as defined in the Private Placement Warrants) as related to any Fundamental Transactions (as defined in the Private Placement Warrants) undertaken by the Company. F6 · derivative.expiration_date: In connection with exercise of the Private Placement Warrants pursuant to the Inducement Letter Agreements, each Fund's Private Placement Warrant was amended and restated in respect of 1,258,614 of the underlying shares, to (i) reduce the exercise price from $2.311 per share to $0.0001 per share (in addition to $0.9305 per share that was pre-funded in connection with the exercise of the Private Placement Warrants pursuant to the Inducement Letter Agreements), (ii) extend the Expiration Date (as defined in the Private Placement Warrants) from 24 months after the initial exercisability date until such time that the Private Placement Warrants are exercised in full, and (iii) to remove from Section 4(b) such provisions as related to the Black-Scholes Value (as defined in the Private Placement Warrants) as related to any Fundamental Transactions (as defined in the Private Placement Warrants) undertaken by the Company. F3 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt V, L.P. is the general partner of DPD V. Deerfield Mgmt HIF II, L.P. is the general partner of HIF II. Deerfield Management Company, L.P. is the investment manager of each Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt V, L.P., Deerfield Mgmt HIF II, L.P. and Deerfield Management Company, L.P. The New Warrants have an exercise price of $0.9306 per share and have a five-year term commencing on the date the New Warrants become exercisable (if at all). The New Warrants are not currently exercisable and will not become exercisable unless and until requisite stockholder approval is obtained. Accordingly, the New Warrants are not reported herein. F4 · ownership.nature: In accordance with Instruction 4 (b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise. Read SEC document |
| February 27, 2025 Filed Mar 4, 2025 00:02 UTC | Tessera Defense & Homeland Security Inc. PHGE · Entity 8384 | GrantWarrants · Derivative | 1,258,614 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001193805-25-000258 · e664242_4-biomx.xml · derivative · entry 5 Flynn James E · CIK 0001352546 · Director · *Director by Deputization DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · Director · *Director by Deputization Deerfield Mgmt V, L.P. · CIK 0001876688 · Director · *Director by Deputization Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · *Director by Deputization Deerfield Private Design Fund V, L.P. · CIK 0001815437 · Director · *Director by Deputization Deerfield Healthcare Innovations Fund II, L.P. · CIK 0001780064 · Director · *Director by Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Private Design Fund V, L.P. Disclosed balance after: 1,258,614 Underlying: Common Stock · 1,258,614 shares Expires not disclosed F6 · derivative.exercise_price: In connection with exercise of the Private Placement Warrants pursuant to the Inducement Letter Agreements, each Fund's Private Placement Warrant was amended and restated in respect of 1,258,614 of the underlying shares, to (i) reduce the exercise price from $2.311 per share to $0.0001 per share (in addition to $0.9305 per share that was pre-funded in connection with the exercise of the Private Placement Warrants pursuant to the Inducement Letter Agreements), (ii) extend the Expiration Date (as defined in the Private Placement Warrants) from 24 months after the initial exercisability date until such time that the Private Placement Warrants are exercised in full, and (iii) to remove from Section 4(b) such provisions as related to the Black-Scholes Value (as defined in the Private Placement Warrants) as related to any Fundamental Transactions (as defined in the Private Placement Warrants) undertaken by the Company. F1 · price: On February 27, 2025, each of Deerfield Private Design Fund V, L.P. ("DPD V") and Deerfield Healthcare Innovations Fund II, L.P. ("HIF II" and together with DPD V, the "Funds" and each a "Fund") exercised its Private Placement Warrant (as defined in the Form 4 filed by the Reporting Persons on July 9, 2024 with respect to the Issuer) for cash in respect of 1,611,864 shares of Common Stock (the "Exercise Shares"), pursuant to a letter agreement, dated as of February 25, 2025 (each an "Inducement Letter Agreement"), between such Fund and the Company. Pursuant to each Inducement Letter Agreement, each such exercise was effected at a reduced exercise price of $0.9306 per share in consideration for the issuance by the Company to such Fund of a new warrant (each, a "New Warrant") to purchase up to 1,611,864 shares of Common Stock (the "New Warrant Shares"). F2 · price: To the extent the exercise of a Private Placement Warrant in accordance with an Inducement Letter Agreement would otherwise have resulted in the issuance of a number of shares of Common Stock in excess of the number of shares of Common Stock that the Funds could acquire without exceeding the beneficial ownership limitations ("Beneficial Ownership Limitation") set forth in the Private Placement Warrants, pursuant to the Inducement Letter Agreement, on February 27, 202 (i) the Company issued to each Fund 353,249 shares of Common Stock (representing the maximum number of shares of Common Stock that each Fund was entitled to receive without exceeding the Beneficial Ownership Limitation), and (ii) in lieu of issuing the remaining 1,258,614 shares of Common Stock for which each Fund exercised its Private Placement Warrant, amended and restated the portion of the Private Placement Warrant exercisable for such excess shares as set forth in the Amended and Restated Warrant (as defined below). F6 · price: In connection with exercise of the Private Placement Warrants pursuant to the Inducement Letter Agreements, each Fund's Private Placement Warrant was amended and restated in respect of 1,258,614 of the underlying shares, to (i) reduce the exercise price from $2.311 per share to $0.0001 per share (in addition to $0.9305 per share that was pre-funded in connection with the exercise of the Private Placement Warrants pursuant to the Inducement Letter Agreements), (ii) extend the Expiration Date (as defined in the Private Placement Warrants) from 24 months after the initial exercisability date until such time that the Private Placement Warrants are exercised in full, and (iii) to remove from Section 4(b) such provisions as related to the Black-Scholes Value (as defined in the Private Placement Warrants) as related to any Fundamental Transactions (as defined in the Private Placement Warrants) undertaken by the Company. F6 · derivative.exercise_date: In connection with exercise of the Private Placement Warrants pursuant to the Inducement Letter Agreements, each Fund's Private Placement Warrant was amended and restated in respect of 1,258,614 of the underlying shares, to (i) reduce the exercise price from $2.311 per share to $0.0001 per share (in addition to $0.9305 per share that was pre-funded in connection with the exercise of the Private Placement Warrants pursuant to the Inducement Letter Agreements), (ii) extend the Expiration Date (as defined in the Private Placement Warrants) from 24 months after the initial exercisability date until such time that the Private Placement Warrants are exercised in full, and (iii) to remove from Section 4(b) such provisions as related to the Black-Scholes Value (as defined in the Private Placement Warrants) as related to any Fundamental Transactions (as defined in the Private Placement Warrants) undertaken by the Company. F6 · derivative.expiration_date: In connection with exercise of the Private Placement Warrants pursuant to the Inducement Letter Agreements, each Fund's Private Placement Warrant was amended and restated in respect of 1,258,614 of the underlying shares, to (i) reduce the exercise price from $2.311 per share to $0.0001 per share (in addition to $0.9305 per share that was pre-funded in connection with the exercise of the Private Placement Warrants pursuant to the Inducement Letter Agreements), (ii) extend the Expiration Date (as defined in the Private Placement Warrants) from 24 months after the initial exercisability date until such time that the Private Placement Warrants are exercised in full, and (iii) to remove from Section 4(b) such provisions as related to the Black-Scholes Value (as defined in the Private Placement Warrants) as related to any Fundamental Transactions (as defined in the Private Placement Warrants) undertaken by the Company. F3 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt V, L.P. is the general partner of DPD V. Deerfield Mgmt HIF II, L.P. is the general partner of HIF II. Deerfield Management Company, L.P. is the investment manager of each Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt V, L.P., Deerfield Mgmt HIF II, L.P. and Deerfield Management Company, L.P. The New Warrants have an exercise price of $0.9306 per share and have a five-year term commencing on the date the New Warrants become exercisable (if at all). The New Warrants are not currently exercisable and will not become exercisable unless and until requisite stockholder approval is obtained. Accordingly, the New Warrants are not reported herein. F4 · ownership.nature: In accordance with Instruction 4 (b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise. Read SEC document |
| February 27, 2025 Filed Mar 4, 2025 00:02 UTC | Tessera Defense & Homeland Security Inc. PHGE · Entity 8384 | Exercise / conversionWarrants · Derivative | 1,611,863 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001193805-25-000258 · e664242_4-biomx.xml · derivative · entry 4 Flynn James E · CIK 0001352546 · Director · *Director by Deputization DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · Director · *Director by Deputization Deerfield Mgmt V, L.P. · CIK 0001876688 · Director · *Director by Deputization Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · *Director by Deputization Deerfield Private Design Fund V, L.P. · CIK 0001815437 · Director · *Director by Deputization Deerfield Healthcare Innovations Fund II, L.P. · CIK 0001780064 · Director · *Director by Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Healthcare Innovations Fund II, L.P. Disclosed balance after: 405,637 Underlying: Common Stock · 1,611,863 shares Expires 2026-07-09 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · derivative.exercise_price: On February 27, 2025, each of Deerfield Private Design Fund V, L.P. ("DPD V") and Deerfield Healthcare Innovations Fund II, L.P. ("HIF II" and together with DPD V, the "Funds" and each a "Fund") exercised its Private Placement Warrant (as defined in the Form 4 filed by the Reporting Persons on July 9, 2024 with respect to the Issuer) for cash in respect of 1,611,864 shares of Common Stock (the "Exercise Shares"), pursuant to a letter agreement, dated as of February 25, 2025 (each an "Inducement Letter Agreement"), between such Fund and the Company. Pursuant to each Inducement Letter Agreement, each such exercise was effected at a reduced exercise price of $0.9306 per share in consideration for the issuance by the Company to such Fund of a new warrant (each, a "New Warrant") to purchase up to 1,611,864 shares of Common Stock (the "New Warrant Shares"). F2 · derivative.exercise_price: To the extent the exercise of a Private Placement Warrant in accordance with an Inducement Letter Agreement would otherwise have resulted in the issuance of a number of shares of Common Stock in excess of the number of shares of Common Stock that the Funds could acquire without exceeding the beneficial ownership limitations ("Beneficial Ownership Limitation") set forth in the Private Placement Warrants, pursuant to the Inducement Letter Agreement, on February 27, 202 (i) the Company issued to each Fund 353,249 shares of Common Stock (representing the maximum number of shares of Common Stock that each Fund was entitled to receive without exceeding the Beneficial Ownership Limitation), and (ii) in lieu of issuing the remaining 1,258,614 shares of Common Stock for which each Fund exercised its Private Placement Warrant, amended and restated the portion of the Private Placement Warrant exercisable for such excess shares as set forth in the Amended and Restated Warrant (as defined below). F1 · price: On February 27, 2025, each of Deerfield Private Design Fund V, L.P. ("DPD V") and Deerfield Healthcare Innovations Fund II, L.P. ("HIF II" and together with DPD V, the "Funds" and each a "Fund") exercised its Private Placement Warrant (as defined in the Form 4 filed by the Reporting Persons on July 9, 2024 with respect to the Issuer) for cash in respect of 1,611,864 shares of Common Stock (the "Exercise Shares"), pursuant to a letter agreement, dated as of February 25, 2025 (each an "Inducement Letter Agreement"), between such Fund and the Company. Pursuant to each Inducement Letter Agreement, each such exercise was effected at a reduced exercise price of $0.9306 per share in consideration for the issuance by the Company to such Fund of a new warrant (each, a "New Warrant") to purchase up to 1,611,864 shares of Common Stock (the "New Warrant Shares"). F5 · balance_after: The unexercised portion of each Private Placement Warrant held by a Fund was not amended in connection with the transactions reported herein and remains exercisable for $2.311 per share upon the terms, and subject to the conditions, set forth therein. F3 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt V, L.P. is the general partner of DPD V. Deerfield Mgmt HIF II, L.P. is the general partner of HIF II. Deerfield Management Company, L.P. is the investment manager of each Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt V, L.P., Deerfield Mgmt HIF II, L.P. and Deerfield Management Company, L.P. The New Warrants have an exercise price of $0.9306 per share and have a five-year term commencing on the date the New Warrants become exercisable (if at all). The New Warrants are not currently exercisable and will not become exercisable unless and until requisite stockholder approval is obtained. Accordingly, the New Warrants are not reported herein. F4 · ownership.nature: In accordance with Instruction 4 (b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise. Read SEC document |
| February 27, 2025 Filed Mar 4, 2025 00:02 UTC | Tessera Defense & Homeland Security Inc. PHGE · Entity 8384 | Exercise / conversionWarrants · Derivative | 1,611,863 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001193805-25-000258 · e664242_4-biomx.xml · derivative · entry 3 Flynn James E · CIK 0001352546 · Director · *Director by Deputization DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · Director · *Director by Deputization Deerfield Mgmt V, L.P. · CIK 0001876688 · Director · *Director by Deputization Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · *Director by Deputization Deerfield Private Design Fund V, L.P. · CIK 0001815437 · Director · *Director by Deputization Deerfield Healthcare Innovations Fund II, L.P. · CIK 0001780064 · Director · *Director by Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Private Design Fund V, L.P. Disclosed balance after: 405,637 Underlying: Common Stock · 1,611,863 shares Expires 2026-07-09 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · derivative.exercise_price: On February 27, 2025, each of Deerfield Private Design Fund V, L.P. ("DPD V") and Deerfield Healthcare Innovations Fund II, L.P. ("HIF II" and together with DPD V, the "Funds" and each a "Fund") exercised its Private Placement Warrant (as defined in the Form 4 filed by the Reporting Persons on July 9, 2024 with respect to the Issuer) for cash in respect of 1,611,864 shares of Common Stock (the "Exercise Shares"), pursuant to a letter agreement, dated as of February 25, 2025 (each an "Inducement Letter Agreement"), between such Fund and the Company. Pursuant to each Inducement Letter Agreement, each such exercise was effected at a reduced exercise price of $0.9306 per share in consideration for the issuance by the Company to such Fund of a new warrant (each, a "New Warrant") to purchase up to 1,611,864 shares of Common Stock (the "New Warrant Shares"). F2 · derivative.exercise_price: To the extent the exercise of a Private Placement Warrant in accordance with an Inducement Letter Agreement would otherwise have resulted in the issuance of a number of shares of Common Stock in excess of the number of shares of Common Stock that the Funds could acquire without exceeding the beneficial ownership limitations ("Beneficial Ownership Limitation") set forth in the Private Placement Warrants, pursuant to the Inducement Letter Agreement, on February 27, 202 (i) the Company issued to each Fund 353,249 shares of Common Stock (representing the maximum number of shares of Common Stock that each Fund was entitled to receive without exceeding the Beneficial Ownership Limitation), and (ii) in lieu of issuing the remaining 1,258,614 shares of Common Stock for which each Fund exercised its Private Placement Warrant, amended and restated the portion of the Private Placement Warrant exercisable for such excess shares as set forth in the Amended and Restated Warrant (as defined below). F1 · price: On February 27, 2025, each of Deerfield Private Design Fund V, L.P. ("DPD V") and Deerfield Healthcare Innovations Fund II, L.P. ("HIF II" and together with DPD V, the "Funds" and each a "Fund") exercised its Private Placement Warrant (as defined in the Form 4 filed by the Reporting Persons on July 9, 2024 with respect to the Issuer) for cash in respect of 1,611,864 shares of Common Stock (the "Exercise Shares"), pursuant to a letter agreement, dated as of February 25, 2025 (each an "Inducement Letter Agreement"), between such Fund and the Company. Pursuant to each Inducement Letter Agreement, each such exercise was effected at a reduced exercise price of $0.9306 per share in consideration for the issuance by the Company to such Fund of a new warrant (each, a "New Warrant") to purchase up to 1,611,864 shares of Common Stock (the "New Warrant Shares"). F5 · balance_after: The unexercised portion of each Private Placement Warrant held by a Fund was not amended in connection with the transactions reported herein and remains exercisable for $2.311 per share upon the terms, and subject to the conditions, set forth therein. F3 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt V, L.P. is the general partner of DPD V. Deerfield Mgmt HIF II, L.P. is the general partner of HIF II. Deerfield Management Company, L.P. is the investment manager of each Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt V, L.P., Deerfield Mgmt HIF II, L.P. and Deerfield Management Company, L.P. The New Warrants have an exercise price of $0.9306 per share and have a five-year term commencing on the date the New Warrants become exercisable (if at all). The New Warrants are not currently exercisable and will not become exercisable unless and until requisite stockholder approval is obtained. Accordingly, the New Warrants are not reported herein. F4 · ownership.nature: In accordance with Instruction 4 (b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise. Read SEC document |
| February 27, 2025 Filed Mar 4, 2025 00:02 UTC | Tessera Defense & Homeland Security Inc. PHGE · Entity 8384 | Exercise / conversionCommon Stock | 353,249 | $0.93 | $328,733.52 |
DisclosureSEC source: 0001193805-25-000258 · e664242_4-biomx.xml · nonDerivative · entry 2 Flynn James E · CIK 0001352546 · Director · *Director by Deputization DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · Director · *Director by Deputization Deerfield Mgmt V, L.P. · CIK 0001876688 · Director · *Director by Deputization Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · *Director by Deputization Deerfield Private Design Fund V, L.P. · CIK 0001815437 · Director · *Director by Deputization Deerfield Healthcare Innovations Fund II, L.P. · CIK 0001780064 · Director · *Director by Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Healthcare Innovations Fund II, L.P. Disclosed balance after: 1,247,054 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · kind: On February 27, 2025, each of Deerfield Private Design Fund V, L.P. ("DPD V") and Deerfield Healthcare Innovations Fund II, L.P. ("HIF II" and together with DPD V, the "Funds" and each a "Fund") exercised its Private Placement Warrant (as defined in the Form 4 filed by the Reporting Persons on July 9, 2024 with respect to the Issuer) for cash in respect of 1,611,864 shares of Common Stock (the "Exercise Shares"), pursuant to a letter agreement, dated as of February 25, 2025 (each an "Inducement Letter Agreement"), between such Fund and the Company. Pursuant to each Inducement Letter Agreement, each such exercise was effected at a reduced exercise price of $0.9306 per share in consideration for the issuance by the Company to such Fund of a new warrant (each, a "New Warrant") to purchase up to 1,611,864 shares of Common Stock (the "New Warrant Shares"). F2 · kind: To the extent the exercise of a Private Placement Warrant in accordance with an Inducement Letter Agreement would otherwise have resulted in the issuance of a number of shares of Common Stock in excess of the number of shares of Common Stock that the Funds could acquire without exceeding the beneficial ownership limitations ("Beneficial Ownership Limitation") set forth in the Private Placement Warrants, pursuant to the Inducement Letter Agreement, on February 27, 202 (i) the Company issued to each Fund 353,249 shares of Common Stock (representing the maximum number of shares of Common Stock that each Fund was entitled to receive without exceeding the Beneficial Ownership Limitation), and (ii) in lieu of issuing the remaining 1,258,614 shares of Common Stock for which each Fund exercised its Private Placement Warrant, amended and restated the portion of the Private Placement Warrant exercisable for such excess shares as set forth in the Amended and Restated Warrant (as defined below). F3 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt V, L.P. is the general partner of DPD V. Deerfield Mgmt HIF II, L.P. is the general partner of HIF II. Deerfield Management Company, L.P. is the investment manager of each Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt V, L.P., Deerfield Mgmt HIF II, L.P. and Deerfield Management Company, L.P. The New Warrants have an exercise price of $0.9306 per share and have a five-year term commencing on the date the New Warrants become exercisable (if at all). The New Warrants are not currently exercisable and will not become exercisable unless and until requisite stockholder approval is obtained. Accordingly, the New Warrants are not reported herein. F4 · ownership.nature: In accordance with Instruction 4 (b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise. Read SEC document |
| February 27, 2025 Filed Mar 4, 2025 00:02 UTC | Tessera Defense & Homeland Security Inc. PHGE · Entity 8384 | Exercise / conversionCommon Stock | 353,249 | $0.93 | $328,733.52 |
DisclosureSEC source: 0001193805-25-000258 · e664242_4-biomx.xml · nonDerivative · entry 1 Flynn James E · CIK 0001352546 · Director · *Director by Deputization DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · Director · *Director by Deputization Deerfield Mgmt V, L.P. · CIK 0001876688 · Director · *Director by Deputization Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · *Director by Deputization Deerfield Private Design Fund V, L.P. · CIK 0001815437 · Director · *Director by Deputization Deerfield Healthcare Innovations Fund II, L.P. · CIK 0001780064 · Director · *Director by Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Private Design Fund V, L.P. Disclosed balance after: 1,247,054 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · kind: On February 27, 2025, each of Deerfield Private Design Fund V, L.P. ("DPD V") and Deerfield Healthcare Innovations Fund II, L.P. ("HIF II" and together with DPD V, the "Funds" and each a "Fund") exercised its Private Placement Warrant (as defined in the Form 4 filed by the Reporting Persons on July 9, 2024 with respect to the Issuer) for cash in respect of 1,611,864 shares of Common Stock (the "Exercise Shares"), pursuant to a letter agreement, dated as of February 25, 2025 (each an "Inducement Letter Agreement"), between such Fund and the Company. Pursuant to each Inducement Letter Agreement, each such exercise was effected at a reduced exercise price of $0.9306 per share in consideration for the issuance by the Company to such Fund of a new warrant (each, a "New Warrant") to purchase up to 1,611,864 shares of Common Stock (the "New Warrant Shares"). F2 · kind: To the extent the exercise of a Private Placement Warrant in accordance with an Inducement Letter Agreement would otherwise have resulted in the issuance of a number of shares of Common Stock in excess of the number of shares of Common Stock that the Funds could acquire without exceeding the beneficial ownership limitations ("Beneficial Ownership Limitation") set forth in the Private Placement Warrants, pursuant to the Inducement Letter Agreement, on February 27, 202 (i) the Company issued to each Fund 353,249 shares of Common Stock (representing the maximum number of shares of Common Stock that each Fund was entitled to receive without exceeding the Beneficial Ownership Limitation), and (ii) in lieu of issuing the remaining 1,258,614 shares of Common Stock for which each Fund exercised its Private Placement Warrant, amended and restated the portion of the Private Placement Warrant exercisable for such excess shares as set forth in the Amended and Restated Warrant (as defined below). F3 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt V, L.P. is the general partner of DPD V. Deerfield Mgmt HIF II, L.P. is the general partner of HIF II. Deerfield Management Company, L.P. is the investment manager of each Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt V, L.P., Deerfield Mgmt HIF II, L.P. and Deerfield Management Company, L.P. The New Warrants have an exercise price of $0.9306 per share and have a five-year term commencing on the date the New Warrants become exercisable (if at all). The New Warrants are not currently exercisable and will not become exercisable unless and until requisite stockholder approval is obtained. Accordingly, the New Warrants are not reported herein. F4 · ownership.nature: In accordance with Instruction 4 (b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise. Read SEC document |
| September 17, 2024 Filed Sep 17, 2024 22:16 UTC | Bicara Therapeutics Inc. BCAX · Entity 4673 | ConversionSeries C Preferred Stock · Derivative | 7,973,325 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001193805-24-001131 · e663893_4-bicara.xml · derivative · entry 6 Flynn James E · CIK 0001352546 · 10% owner · Possible Members of 10% Group DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · 10% owner · Possible Members of 10% Group Deerfield Mgmt V, L.P. · CIK 0001876688 · 10% owner · Possible Members of 10% Group Deerfield Private Design Fund V, L.P. · CIK 0001815437 · 10% owner · Possible Members of 10% Group DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · Possible Members of 10% Group Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · Possible Members of 10% Group Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Private Design Fund V, L.P. Disclosed balance after: 0 Underlying: Common Stock · 862,587 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 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). F1 · price: 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). F1 · derivative.exercise_date: 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). F1 · derivative.expiration_date: 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 · 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 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 · 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 |
| September 17, 2024 Filed Sep 17, 2024 22:16 UTC | Bicara Therapeutics Inc. BCAX · Entity 4673 | ConversionSeries C Preferred Stock · Derivative | 7,973,325 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001193805-24-001131 · e663893_4-bicara.xml · derivative · entry 5 Flynn James E · CIK 0001352546 · 10% owner · Possible Members of 10% Group DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · 10% owner · Possible Members of 10% Group Deerfield Mgmt V, L.P. · CIK 0001876688 · 10% owner · Possible Members of 10% Group Deerfield Private Design Fund V, L.P. · CIK 0001815437 · 10% owner · Possible Members of 10% Group DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · Possible Members of 10% Group Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · Possible Members of 10% Group Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Partners, L.P. Disclosed balance after: 0 Underlying: Common Stock · 862,587 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 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). F1 · price: 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). F1 · derivative.exercise_date: 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). F1 · derivative.expiration_date: 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 · 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 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 · 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 |
| September 17, 2024 Filed Sep 17, 2024 22:16 UTC | Bicara Therapeutics Inc. BCAX · Entity 4673 | PurchaseCommon Stock | 35,000 | $18.00 | $630,000.00 |
DisclosureSEC source: 0001193805-24-001131 · e663893_4-bicara.xml · nonDerivative · entry 4 Flynn James E · CIK 0001352546 · 10% owner · Possible Members of 10% Group DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · 10% owner · Possible Members of 10% Group Deerfield Mgmt V, L.P. · CIK 0001876688 · 10% owner · Possible Members of 10% Group Deerfield Private Design Fund V, L.P. · CIK 0001815437 · 10% owner · Possible Members of 10% Group DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · Possible Members of 10% Group Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · Possible Members of 10% Group Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Private Design Fund V, L.P. Disclosed balance after: 897,587 F2 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. (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 · 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 |
| September 17, 2024 Filed Sep 17, 2024 22:16 UTC | Bicara Therapeutics Inc. BCAX · Entity 4673 | PurchaseCommon Stock | 35,000 | $18.00 | $630,000.00 |
DisclosureSEC source: 0001193805-24-001131 · e663893_4-bicara.xml · nonDerivative · entry 3 Flynn James E · CIK 0001352546 · 10% owner · Possible Members of 10% Group DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · 10% owner · Possible Members of 10% Group Deerfield Mgmt V, L.P. · CIK 0001876688 · 10% owner · Possible Members of 10% Group Deerfield Private Design Fund V, L.P. · CIK 0001815437 · 10% owner · Possible Members of 10% Group DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · Possible Members of 10% Group Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · Possible Members of 10% Group Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Partners, L.P. Disclosed balance after: 897,587 F2 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. (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 · 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 |
| September 17, 2024 Filed Sep 17, 2024 22:16 UTC | Bicara Therapeutics Inc. BCAX · Entity 4673 | ConversionCommon Stock | 862,587 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001193805-24-001131 · e663893_4-bicara.xml · nonDerivative · entry 2 Flynn James E · CIK 0001352546 · 10% owner · Possible Members of 10% Group DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · 10% owner · Possible Members of 10% Group Deerfield Mgmt V, L.P. · CIK 0001876688 · 10% owner · Possible Members of 10% Group Deerfield Private Design Fund V, L.P. · CIK 0001815437 · 10% owner · Possible Members of 10% Group DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · Possible Members of 10% Group Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · Possible Members of 10% Group Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Private Design Fund V, L.P. Disclosed balance after: 862,587 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 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 · 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 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 · 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 |
| September 17, 2024 Filed Sep 17, 2024 22:16 UTC | Bicara Therapeutics Inc. BCAX · Entity 4673 | ConversionCommon Stock | 862,587 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001193805-24-001131 · e663893_4-bicara.xml · nonDerivative · entry 1 Flynn James E · CIK 0001352546 · 10% owner · Possible Members of 10% Group DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · 10% owner · Possible Members of 10% Group Deerfield Mgmt V, L.P. · CIK 0001876688 · 10% owner · Possible Members of 10% Group Deerfield Private Design Fund V, L.P. · CIK 0001815437 · 10% owner · Possible Members of 10% Group DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · Possible Members of 10% Group Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · Possible Members of 10% Group Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Partners, L.P. Disclosed balance after: 862,587 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 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 · 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 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 · 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 |
| July 15, 2024 Filed Jul 17, 2024 22:09 UTC | Tessera Defense & Homeland Security Inc. PHGE · Entity 8384 | Exercise / conversionSeries X Non-Voting Convertible Preferred Stock · Derivative | 5,883 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001193805-24-000938 · e663787_4-biomx.xml · derivative · entry 4 Flynn James E · CIK 0001352546 · Director · *Director by Deputization DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · Director · *Director by Deputization Deerfield Mgmt V, L.P. · CIK 0001876688 · Director · *Director by Deputization Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · *Director by Deputization Deerfield Private Design Fund V, L.P. · CIK 0001815437 · Director · *Director by Deputization Deerfield Healthcare Innovations Fund II, L.P. · CIK 0001780064 · Director · *Director by Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Healthcare Innovations Fund II, L.P. Disclosed balance after: 47,957 Underlying: Common Stock · 5,883,000 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: In accordance with the Certificate of Designation of Preferences, Rights and Limitations (the "Certificate of Designation") governing the Series X Non-voting Convertible Preferred Stock ("Series X Preferred Stock"), on July 15, 2024, 5,883 shares of Series X Preferred Stock held by each of Deerfield Private Design Fund V, L.P. ("Fund V") and Deerfield Healthcare Innovations Fund II, L.P. ("HIF II" and, together with Fund V, the "Funds") automatically converted into 5,883,000 shares of Common Stock. The acquisition or deemed acquisition of such shares of Common Stock upon such conversion, and any disposition or deemed disposition of such shares of Series X Preferred Stock upon such conversion, were exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F1 · price: In accordance with the Certificate of Designation of Preferences, Rights and Limitations (the "Certificate of Designation") governing the Series X Non-voting Convertible Preferred Stock ("Series X Preferred Stock"), on July 15, 2024, 5,883 shares of Series X Preferred Stock held by each of Deerfield Private Design Fund V, L.P. ("Fund V") and Deerfield Healthcare Innovations Fund II, L.P. ("HIF II" and, together with Fund V, the "Funds") automatically converted into 5,883,000 shares of Common Stock. The acquisition or deemed acquisition of such shares of Common Stock upon such conversion, and any disposition or deemed disposition of such shares of Series X Preferred Stock upon such conversion, were exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F4 · derivative.exercise_date: Each share of Series X Preferred Stock is convertible at any time at the election of the holder, subject to a beneficial ownership limitation, into 1,000 shares of Common Stock (subject to adjustment) in accordance with the Certificate of Designation. The Series X Preferred Stock has no expiration date. F4 · derivative.expiration_date: Each share of Series X Preferred Stock is convertible at any time at the election of the holder, subject to a beneficial ownership limitation, into 1,000 shares of Common Stock (subject to adjustment) in accordance with the Certificate of Designation. The Series X Preferred Stock has no expiration date. F2 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt V, L.P. is the general partner of Fund V. Deerfield Mgmt HIF II, L.P. is the general partner of HIF II. Deerfield Management Company, L.P. is the investment manager of each Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt V, L.P., Deerfield Mgmt HIF II, L.P. and Deerfield Management Company, L.P. F3 · ownership.nature: In accordance with Instruction 4 (b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise. Read SEC document |
| July 15, 2024 Filed Jul 17, 2024 22:09 UTC | Tessera Defense & Homeland Security Inc. PHGE · Entity 8384 | Exercise / conversionSeries X Non-Voting Convertible Preferred Stock · Derivative | 5,883 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001193805-24-000938 · e663787_4-biomx.xml · derivative · entry 3 Flynn James E · CIK 0001352546 · Director · *Director by Deputization DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · Director · *Director by Deputization Deerfield Mgmt V, L.P. · CIK 0001876688 · Director · *Director by Deputization Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · *Director by Deputization Deerfield Private Design Fund V, L.P. · CIK 0001815437 · Director · *Director by Deputization Deerfield Healthcare Innovations Fund II, L.P. · CIK 0001780064 · Director · *Director by Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Private Design Fund V, L.P. Disclosed balance after: 47,957 Underlying: Common Stock · 5,883,000 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: In accordance with the Certificate of Designation of Preferences, Rights and Limitations (the "Certificate of Designation") governing the Series X Non-voting Convertible Preferred Stock ("Series X Preferred Stock"), on July 15, 2024, 5,883 shares of Series X Preferred Stock held by each of Deerfield Private Design Fund V, L.P. ("Fund V") and Deerfield Healthcare Innovations Fund II, L.P. ("HIF II" and, together with Fund V, the "Funds") automatically converted into 5,883,000 shares of Common Stock. The acquisition or deemed acquisition of such shares of Common Stock upon such conversion, and any disposition or deemed disposition of such shares of Series X Preferred Stock upon such conversion, were exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F1 · price: In accordance with the Certificate of Designation of Preferences, Rights and Limitations (the "Certificate of Designation") governing the Series X Non-voting Convertible Preferred Stock ("Series X Preferred Stock"), on July 15, 2024, 5,883 shares of Series X Preferred Stock held by each of Deerfield Private Design Fund V, L.P. ("Fund V") and Deerfield Healthcare Innovations Fund II, L.P. ("HIF II" and, together with Fund V, the "Funds") automatically converted into 5,883,000 shares of Common Stock. The acquisition or deemed acquisition of such shares of Common Stock upon such conversion, and any disposition or deemed disposition of such shares of Series X Preferred Stock upon such conversion, were exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F4 · derivative.exercise_date: Each share of Series X Preferred Stock is convertible at any time at the election of the holder, subject to a beneficial ownership limitation, into 1,000 shares of Common Stock (subject to adjustment) in accordance with the Certificate of Designation. The Series X Preferred Stock has no expiration date. F4 · derivative.expiration_date: Each share of Series X Preferred Stock is convertible at any time at the election of the holder, subject to a beneficial ownership limitation, into 1,000 shares of Common Stock (subject to adjustment) in accordance with the Certificate of Designation. The Series X Preferred Stock has no expiration date. F2 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt V, L.P. is the general partner of Fund V. Deerfield Mgmt HIF II, L.P. is the general partner of HIF II. Deerfield Management Company, L.P. is the investment manager of each Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt V, L.P., Deerfield Mgmt HIF II, L.P. and Deerfield Management Company, L.P. F3 · ownership.nature: In accordance with Instruction 4 (b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise. Read SEC document |
| July 15, 2024 Filed Jul 17, 2024 22:09 UTC | Tessera Defense & Homeland Security Inc. PHGE · Entity 8384 | Exercise / conversionCommon Stock | 5,883,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001193805-24-000938 · e663787_4-biomx.xml · nonDerivative · entry 2 Flynn James E · CIK 0001352546 · Director · *Director by Deputization DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · Director · *Director by Deputization Deerfield Mgmt V, L.P. · CIK 0001876688 · Director · *Director by Deputization Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · *Director by Deputization Deerfield Private Design Fund V, L.P. · CIK 0001815437 · Director · *Director by Deputization Deerfield Healthcare Innovations Fund II, L.P. · CIK 0001780064 · Director · *Director by Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Healthcare Innovations Fund II, L.P. Disclosed balance after: 8,938,049 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: In accordance with the Certificate of Designation of Preferences, Rights and Limitations (the "Certificate of Designation") governing the Series X Non-voting Convertible Preferred Stock ("Series X Preferred Stock"), on July 15, 2024, 5,883 shares of Series X Preferred Stock held by each of Deerfield Private Design Fund V, L.P. ("Fund V") and Deerfield Healthcare Innovations Fund II, L.P. ("HIF II" and, together with Fund V, the "Funds") automatically converted into 5,883,000 shares of Common Stock. The acquisition or deemed acquisition of such shares of Common Stock upon such conversion, and any disposition or deemed disposition of such shares of Series X Preferred Stock upon such conversion, were exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F2 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt V, L.P. is the general partner of Fund V. Deerfield Mgmt HIF II, L.P. is the general partner of HIF II. Deerfield Management Company, L.P. is the investment manager of each Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt V, L.P., Deerfield Mgmt HIF II, L.P. and Deerfield Management Company, L.P. F3 · ownership.nature: In accordance with Instruction 4 (b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise. Read SEC document |
| July 15, 2024 Filed Jul 17, 2024 22:09 UTC | Tessera Defense & Homeland Security Inc. PHGE · Entity 8384 | Exercise / conversionCommon Stock | 5,883,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001193805-24-000938 · e663787_4-biomx.xml · nonDerivative · entry 1 Flynn James E · CIK 0001352546 · Director · *Director by Deputization DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · Director · *Director by Deputization Deerfield Mgmt V, L.P. · CIK 0001876688 · Director · *Director by Deputization Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · *Director by Deputization Deerfield Private Design Fund V, L.P. · CIK 0001815437 · Director · *Director by Deputization Deerfield Healthcare Innovations Fund II, L.P. · CIK 0001780064 · Director · *Director by Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Private Design Fund V, L.P. Disclosed balance after: 8,938,049 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: In accordance with the Certificate of Designation of Preferences, Rights and Limitations (the "Certificate of Designation") governing the Series X Non-voting Convertible Preferred Stock ("Series X Preferred Stock"), on July 15, 2024, 5,883 shares of Series X Preferred Stock held by each of Deerfield Private Design Fund V, L.P. ("Fund V") and Deerfield Healthcare Innovations Fund II, L.P. ("HIF II" and, together with Fund V, the "Funds") automatically converted into 5,883,000 shares of Common Stock. The acquisition or deemed acquisition of such shares of Common Stock upon such conversion, and any disposition or deemed disposition of such shares of Series X Preferred Stock upon such conversion, were exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F2 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt V, L.P. is the general partner of Fund V. Deerfield Mgmt HIF II, L.P. is the general partner of HIF II. Deerfield Management Company, L.P. is the investment manager of each Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt V, L.P., Deerfield Mgmt HIF II, L.P. and Deerfield Management Company, L.P. F3 · ownership.nature: In accordance with Instruction 4 (b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise. Read SEC document |
| July 09, 2024 Filed Jul 11, 2024 22:47 UTC | Tessera Defense & Homeland Security Inc. PHGE · Entity 8384 | GrantWarrants · Derivative | 20,175,000 | Not disclosed Strike: $0.23 | Not disclosed |
DisclosureSEC source: 0001193805-24-000909 · e663773_4-biomx.xml · derivative · 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 V, L.P. · CIK 0001876688 · Director · 10% owner · *Director by Deputization Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · 10% owner · *Director by Deputization Deerfield Private Design Fund V, L.P. · CIK 0001815437 · 10% owner · *Director by Deputization Deerfield Healthcare Innovations Fund II, L.P. · CIK 0001780064 · Director · 10% owner · *Director by Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Healthcare Innovations Fund II, L.P. Disclosed balance after: 20,175,000 Underlying: Common Stock · 20,175,000 shares Expires 2026-07-09 F5 · security: On March 15, 2024, each Fund purchased 40,350 shares of Series X Preferred Stock and warrants to purchase 20,175,000 shares of Common Stock in a private placement at a combined purchase price of $231.10 per share of Series X Preferred Stock and warrant to purchase one-half of one share of Common Stock (subject to adjustment as provided in the warrants) (the "Private Placement Warrants"). F5 · price: On March 15, 2024, each Fund purchased 40,350 shares of Series X Preferred Stock and warrants to purchase 20,175,000 shares of Common Stock in a private placement at a combined purchase price of $231.10 per share of Series X Preferred Stock and warrant to purchase one-half of one share of Common Stock (subject to adjustment as provided in the warrants) (the "Private Placement Warrants"). F6 · derivative.exercise_date: The Private Placement Warrants were originally issued on March 15, 2024, but were not exercisable unless and until requisite approval of the Issuer's stockholder had been obtained. Such approval was obtained on July 9, 2024, whereupon the Merger Warrants became exercisable in accordance with their terms. The acquisition or deemed acquisition of such securities and any shares of Common Stock that may be acquired upon exercise of the Private Placement Warrants were exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F3 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt V, L.P. is the general partner of Fund V. Deerfield Mgmt HIF II, L.P. is the general partner of HIF II. Deerfield Management Company, L.P. is the investment manager of each Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt V, L.P., Deerfield Mgmt HIF II, L.P. and Deerfield Management Company, L.P. F4 · ownership.nature: In accordance with Instruction 4 (b)(iv) to Form 4, the entire amount of the Merger Warrants and the Private Placement Warrants held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise. Read SEC document |
| July 09, 2024 Filed Jul 11, 2024 22:47 UTC | Tessera Defense & Homeland Security Inc. PHGE · Entity 8384 | GrantWarrants · Derivative | 20,175,000 | Not disclosed Strike: $0.23 | Not disclosed |
DisclosureSEC source: 0001193805-24-000909 · e663773_4-biomx.xml · derivative · 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 V, L.P. · CIK 0001876688 · Director · 10% owner · *Director by Deputization Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · 10% owner · *Director by Deputization Deerfield Private Design Fund V, L.P. · CIK 0001815437 · 10% owner · *Director by Deputization Deerfield Healthcare Innovations Fund II, L.P. · CIK 0001780064 · Director · 10% owner · *Director by Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Private Design Fund V, L.P. Disclosed balance after: 20,175,000 Underlying: Common Stock · 20,175,000 shares Expires 2026-07-09 F5 · security: On March 15, 2024, each Fund purchased 40,350 shares of Series X Preferred Stock and warrants to purchase 20,175,000 shares of Common Stock in a private placement at a combined purchase price of $231.10 per share of Series X Preferred Stock and warrant to purchase one-half of one share of Common Stock (subject to adjustment as provided in the warrants) (the "Private Placement Warrants"). F5 · price: On March 15, 2024, each Fund purchased 40,350 shares of Series X Preferred Stock and warrants to purchase 20,175,000 shares of Common Stock in a private placement at a combined purchase price of $231.10 per share of Series X Preferred Stock and warrant to purchase one-half of one share of Common Stock (subject to adjustment as provided in the warrants) (the "Private Placement Warrants"). F6 · derivative.exercise_date: The Private Placement Warrants were originally issued on March 15, 2024, but were not exercisable unless and until requisite approval of the Issuer's stockholder had been obtained. Such approval was obtained on July 9, 2024, whereupon the Merger Warrants became exercisable in accordance with their terms. The acquisition or deemed acquisition of such securities and any shares of Common Stock that may be acquired upon exercise of the Private Placement Warrants were exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F3 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt V, L.P. is the general partner of Fund V. Deerfield Mgmt HIF II, L.P. is the general partner of HIF II. Deerfield Management Company, L.P. is the investment manager of each Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt V, L.P., Deerfield Mgmt HIF II, L.P. and Deerfield Management Company, L.P. F4 · ownership.nature: In accordance with Instruction 4 (b)(iv) to Form 4, the entire amount of the Merger Warrants and the Private Placement Warrants held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise. Read SEC document |
| July 09, 2024 Filed Jul 11, 2024 22:47 UTC | Tessera Defense & Homeland Security Inc. PHGE · Entity 8384 | GrantWarrants · Derivative | 722,175 | Not disclosed Strike: $5.00 | Not disclosed |
DisclosureSEC source: 0001193805-24-000909 · e663773_4-biomx.xml · derivative · 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 V, L.P. · CIK 0001876688 · Director · 10% owner · *Director by Deputization Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · 10% owner · *Director by Deputization Deerfield Private Design Fund V, L.P. · CIK 0001815437 · 10% owner · *Director by Deputization Deerfield Healthcare Innovations Fund II, L.P. · CIK 0001780064 · Director · 10% owner · *Director by Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Healthcare Innovations Fund II, L.P. Disclosed balance after: 722,175 Underlying: Common Stock · 722,175 shares Expires 2027-01-28 F1 · security: Each of Deerfield Private Design Fund V, L.P. ("Fund V") and Deerfield Healthcare Innovations Fund II, L.P. ("HIF II" and, together with Fund V, the "Funds") acquired warrants to purchase 722,175 shares of Common Stock (the "Merger Warrants") pursuant to the Agreement and Plan of Merger, dated as of March 6, 2024 (the "Merger Agreement"), among the Issuer, BTX Merger Sub I, Inc., BTX Merger Sub II, LLC and Adaptive Phage Therapeutics, Inc. ("APT"). As a result of the transactions contemplated by the Merger Agreement (the "Merger"), 9,425,223 shares of Series B Preferred Stock and 16,972,145 shares of Series B-1 Preferred Stock of APT held by each of the Funds immediately prior to the Merger were converted into (i) 3,055,049 shares of Common Stock, (ii) 13,490 shares of Series X Non-Voting Convertible Preferred Stock ("Series X Preferred Stock") of the Issuer and (iii) the Merger Warrants. F1 · price: Each of Deerfield Private Design Fund V, L.P. ("Fund V") and Deerfield Healthcare Innovations Fund II, L.P. ("HIF II" and, together with Fund V, the "Funds") acquired warrants to purchase 722,175 shares of Common Stock (the "Merger Warrants") pursuant to the Agreement and Plan of Merger, dated as of March 6, 2024 (the "Merger Agreement"), among the Issuer, BTX Merger Sub I, Inc., BTX Merger Sub II, LLC and Adaptive Phage Therapeutics, Inc. ("APT"). As a result of the transactions contemplated by the Merger Agreement (the "Merger"), 9,425,223 shares of Series B Preferred Stock and 16,972,145 shares of Series B-1 Preferred Stock of APT held by each of the Funds immediately prior to the Merger were converted into (i) 3,055,049 shares of Common Stock, (ii) 13,490 shares of Series X Non-Voting Convertible Preferred Stock ("Series X Preferred Stock") of the Issuer and (iii) the Merger Warrants. F2 · derivative.exercise_date: The Merger Warrants were originally issued on March 15, 2024, but were not exercisable unless and until requisite approval of the Issuer's stockholder had been obtained. Such approval was obtained on July 9, 2024, whereupon the Merger Warrants became exercisable in accordance with their terms. The acquisition or deemed acquisition of such securities and any shares of Common Stock that may be acquired upon exercise of the Merger Warrants were exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F3 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt V, L.P. is the general partner of Fund V. Deerfield Mgmt HIF II, L.P. is the general partner of HIF II. Deerfield Management Company, L.P. is the investment manager of each Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt V, L.P., Deerfield Mgmt HIF II, L.P. and Deerfield Management Company, L.P. F4 · ownership.nature: In accordance with Instruction 4 (b)(iv) to Form 4, the entire amount of the Merger Warrants and the Private Placement Warrants held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise. Read SEC document |
| July 09, 2024 Filed Jul 11, 2024 22:47 UTC | Tessera Defense & Homeland Security Inc. PHGE · Entity 8384 | GrantWarrants · Derivative | 722,175 | Not disclosed Strike: $5.00 | Not disclosed |
DisclosureSEC source: 0001193805-24-000909 · e663773_4-biomx.xml · derivative · 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 V, L.P. · CIK 0001876688 · Director · 10% owner · *Director by Deputization Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · 10% owner · *Director by Deputization Deerfield Private Design Fund V, L.P. · CIK 0001815437 · 10% owner · *Director by Deputization Deerfield Healthcare Innovations Fund II, L.P. · CIK 0001780064 · Director · 10% owner · *Director by Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Private Design Fund V, L.P. Disclosed balance after: 722,175 Underlying: Common Stock · 722,175 shares Expires 2027-01-28 F1 · security: Each of Deerfield Private Design Fund V, L.P. ("Fund V") and Deerfield Healthcare Innovations Fund II, L.P. ("HIF II" and, together with Fund V, the "Funds") acquired warrants to purchase 722,175 shares of Common Stock (the "Merger Warrants") pursuant to the Agreement and Plan of Merger, dated as of March 6, 2024 (the "Merger Agreement"), among the Issuer, BTX Merger Sub I, Inc., BTX Merger Sub II, LLC and Adaptive Phage Therapeutics, Inc. ("APT"). As a result of the transactions contemplated by the Merger Agreement (the "Merger"), 9,425,223 shares of Series B Preferred Stock and 16,972,145 shares of Series B-1 Preferred Stock of APT held by each of the Funds immediately prior to the Merger were converted into (i) 3,055,049 shares of Common Stock, (ii) 13,490 shares of Series X Non-Voting Convertible Preferred Stock ("Series X Preferred Stock") of the Issuer and (iii) the Merger Warrants. F1 · price: Each of Deerfield Private Design Fund V, L.P. ("Fund V") and Deerfield Healthcare Innovations Fund II, L.P. ("HIF II" and, together with Fund V, the "Funds") acquired warrants to purchase 722,175 shares of Common Stock (the "Merger Warrants") pursuant to the Agreement and Plan of Merger, dated as of March 6, 2024 (the "Merger Agreement"), among the Issuer, BTX Merger Sub I, Inc., BTX Merger Sub II, LLC and Adaptive Phage Therapeutics, Inc. ("APT"). As a result of the transactions contemplated by the Merger Agreement (the "Merger"), 9,425,223 shares of Series B Preferred Stock and 16,972,145 shares of Series B-1 Preferred Stock of APT held by each of the Funds immediately prior to the Merger were converted into (i) 3,055,049 shares of Common Stock, (ii) 13,490 shares of Series X Non-Voting Convertible Preferred Stock ("Series X Preferred Stock") of the Issuer and (iii) the Merger Warrants. F2 · derivative.exercise_date: The Merger Warrants were originally issued on March 15, 2024, but were not exercisable unless and until requisite approval of the Issuer's stockholder had been obtained. Such approval was obtained on July 9, 2024, whereupon the Merger Warrants became exercisable in accordance with their terms. The acquisition or deemed acquisition of such securities and any shares of Common Stock that may be acquired upon exercise of the Merger Warrants were exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F3 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt V, L.P. is the general partner of Fund V. Deerfield Mgmt HIF II, L.P. is the general partner of HIF II. Deerfield Management Company, L.P. is the investment manager of each Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt V, L.P., Deerfield Mgmt HIF II, L.P. and Deerfield Management Company, L.P. F4 · ownership.nature: In accordance with Instruction 4 (b)(iv) to Form 4, the entire amount of the Merger Warrants and the Private Placement Warrants held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report 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 |
| March 15, 2024 Filed Mar 20, 2024 01:39 UTC | Tessera Defense & Homeland Security Inc. PHGE · Entity 8384 | GrantSeries X Non-Voting Convertible Preferred Stock · Derivative | 40,350 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001193805-24-000414 · e619387_4-biomx.xml · derivative · 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 V, L.P. · CIK 0001876688 · Director · 10% owner · *Director by Deputization Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · 10% owner · *Director by Deputization Deerfield Private Design Fund V, L.P. · CIK 0001815437 · 10% owner · *Director by Deputization Deerfield Healthcare Innovations Fund II, L.P. · CIK 0001780064 · Director · 10% owner · *Director by Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Healthcare Innovations Fund II, L.P. Disclosed balance after: 53,840 Underlying: Common Stock · 40,350,000 shares Expires not disclosed F5 · derivative.exercise_price: Effective as of 5:00 p.m. on the 4th business day after the date that the Issuer's stockholders approve the conversion of the Series X Preferred Stock into shares of Common Stock in accordance with the listing rules of the NYSE American (the "Stockholder Approval"), each share of Series X Preferred Stock will become convertible (either automatically or at the election of the holder, and in either case, subject to a beneficial ownership limitation) into 1,000 shares of Common Stock (subject to adjustment) in accordance with the certificate of designation governing the Series X Preferred Stock (the "Certificate of Designation"). If the Stockholder Approval is not obtained by 5:00 p.m. on the date that is 5 months after the initial issuance of the Series X Preferred Stock (or such earlier time as a stockholder meeting is held and the Stockholder Approval is not obtained), the Series X Preferred Stock will become convertible into cash in accordance with the Certificate of Designation. F6 · kind: On March 15, 2024, each Fund purchased 40,350 shares (the "PIPE Preferred Shares") of Series X Preferred Stock and warrants to purchase 20,175,000 Common Stock in a private placement at a combined purchase price of $231.10 per share of Series X Preferred Stock and warrant to purchase one-half of one share of Common Stock (subject to adjustment as provided in the warrants) (the "Private Placement Warrants"). The Private Placement Warrants are not currently exercisable and will not become exercisable unless and until requisite approval of the Issuer's stockholders is obtained. Accordingly, the Private Placement Warrants are not reported herein. The acquisition or deemed acquisition of such securities and any shares of Common Stock that may be acquired upon conversion or exercise of the PIPE Preferred Shares or the Private Placement Warrants were exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F6 · price: On March 15, 2024, each Fund purchased 40,350 shares (the "PIPE Preferred Shares") of Series X Preferred Stock and warrants to purchase 20,175,000 Common Stock in a private placement at a combined purchase price of $231.10 per share of Series X Preferred Stock and warrant to purchase one-half of one share of Common Stock (subject to adjustment as provided in the warrants) (the "Private Placement Warrants"). The Private Placement Warrants are not currently exercisable and will not become exercisable unless and until requisite approval of the Issuer's stockholders is obtained. Accordingly, the Private Placement Warrants are not reported herein. The acquisition or deemed acquisition of such securities and any shares of Common Stock that may be acquired upon conversion or exercise of the PIPE Preferred Shares or the Private Placement Warrants were exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F5 · derivative.exercise_date: Effective as of 5:00 p.m. on the 4th business day after the date that the Issuer's stockholders approve the conversion of the Series X Preferred Stock into shares of Common Stock in accordance with the listing rules of the NYSE American (the "Stockholder Approval"), each share of Series X Preferred Stock will become convertible (either automatically or at the election of the holder, and in either case, subject to a beneficial ownership limitation) into 1,000 shares of Common Stock (subject to adjustment) in accordance with the certificate of designation governing the Series X Preferred Stock (the "Certificate of Designation"). If the Stockholder Approval is not obtained by 5:00 p.m. on the date that is 5 months after the initial issuance of the Series X Preferred Stock (or such earlier time as a stockholder meeting is held and the Stockholder Approval is not obtained), the Series X Preferred Stock will become convertible into cash in accordance with the Certificate of Designation. F5 · derivative.expiration_date: Effective as of 5:00 p.m. on the 4th business day after the date that the Issuer's stockholders approve the conversion of the Series X Preferred Stock into shares of Common Stock in accordance with the listing rules of the NYSE American (the "Stockholder Approval"), each share of Series X Preferred Stock will become convertible (either automatically or at the election of the holder, and in either case, subject to a beneficial ownership limitation) into 1,000 shares of Common Stock (subject to adjustment) in accordance with the certificate of designation governing the Series X Preferred Stock (the "Certificate of Designation"). If the Stockholder Approval is not obtained by 5:00 p.m. on the date that is 5 months after the initial issuance of the Series X Preferred Stock (or such earlier time as a stockholder meeting is held and the Stockholder Approval is not obtained), the Series X Preferred Stock will become convertible into cash in accordance with the Certificate of Designation. F3 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt V, L.P. is the general partner of Fund V. Deerfield Mgmt HIF II, L.P. is the general partner of HIF II. Deerfield Management Company, L.P. is the investment manager of each Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt V, L.P., Deerfield Mgmt HIF II, L.P. and Deerfield Management Company, L.P. F4 · ownership.nature: In accordance with Instruction 4 (b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise. Read SEC document |
| March 15, 2024 Filed Mar 20, 2024 01:39 UTC | Tessera Defense & Homeland Security Inc. PHGE · Entity 8384 | GrantSeries X Non-Voting Convertible Preferred Stock · Derivative | 40,350 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001193805-24-000414 · e619387_4-biomx.xml · derivative · 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 V, L.P. · CIK 0001876688 · Director · 10% owner · *Director by Deputization Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · 10% owner · *Director by Deputization Deerfield Private Design Fund V, L.P. · CIK 0001815437 · 10% owner · *Director by Deputization Deerfield Healthcare Innovations Fund II, L.P. · CIK 0001780064 · Director · 10% owner · *Director by Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Private Design Fund V, L.P. Disclosed balance after: 53,840 Underlying: Common Stock · 40,350,000 shares Expires not disclosed F5 · derivative.exercise_price: Effective as of 5:00 p.m. on the 4th business day after the date that the Issuer's stockholders approve the conversion of the Series X Preferred Stock into shares of Common Stock in accordance with the listing rules of the NYSE American (the "Stockholder Approval"), each share of Series X Preferred Stock will become convertible (either automatically or at the election of the holder, and in either case, subject to a beneficial ownership limitation) into 1,000 shares of Common Stock (subject to adjustment) in accordance with the certificate of designation governing the Series X Preferred Stock (the "Certificate of Designation"). If the Stockholder Approval is not obtained by 5:00 p.m. on the date that is 5 months after the initial issuance of the Series X Preferred Stock (or such earlier time as a stockholder meeting is held and the Stockholder Approval is not obtained), the Series X Preferred Stock will become convertible into cash in accordance with the Certificate of Designation. F6 · kind: On March 15, 2024, each Fund purchased 40,350 shares (the "PIPE Preferred Shares") of Series X Preferred Stock and warrants to purchase 20,175,000 Common Stock in a private placement at a combined purchase price of $231.10 per share of Series X Preferred Stock and warrant to purchase one-half of one share of Common Stock (subject to adjustment as provided in the warrants) (the "Private Placement Warrants"). The Private Placement Warrants are not currently exercisable and will not become exercisable unless and until requisite approval of the Issuer's stockholders is obtained. Accordingly, the Private Placement Warrants are not reported herein. The acquisition or deemed acquisition of such securities and any shares of Common Stock that may be acquired upon conversion or exercise of the PIPE Preferred Shares or the Private Placement Warrants were exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F6 · price: On March 15, 2024, each Fund purchased 40,350 shares (the "PIPE Preferred Shares") of Series X Preferred Stock and warrants to purchase 20,175,000 Common Stock in a private placement at a combined purchase price of $231.10 per share of Series X Preferred Stock and warrant to purchase one-half of one share of Common Stock (subject to adjustment as provided in the warrants) (the "Private Placement Warrants"). The Private Placement Warrants are not currently exercisable and will not become exercisable unless and until requisite approval of the Issuer's stockholders is obtained. Accordingly, the Private Placement Warrants are not reported herein. The acquisition or deemed acquisition of such securities and any shares of Common Stock that may be acquired upon conversion or exercise of the PIPE Preferred Shares or the Private Placement Warrants were exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F5 · derivative.exercise_date: Effective as of 5:00 p.m. on the 4th business day after the date that the Issuer's stockholders approve the conversion of the Series X Preferred Stock into shares of Common Stock in accordance with the listing rules of the NYSE American (the "Stockholder Approval"), each share of Series X Preferred Stock will become convertible (either automatically or at the election of the holder, and in either case, subject to a beneficial ownership limitation) into 1,000 shares of Common Stock (subject to adjustment) in accordance with the certificate of designation governing the Series X Preferred Stock (the "Certificate of Designation"). If the Stockholder Approval is not obtained by 5:00 p.m. on the date that is 5 months after the initial issuance of the Series X Preferred Stock (or such earlier time as a stockholder meeting is held and the Stockholder Approval is not obtained), the Series X Preferred Stock will become convertible into cash in accordance with the Certificate of Designation. F5 · derivative.expiration_date: Effective as of 5:00 p.m. on the 4th business day after the date that the Issuer's stockholders approve the conversion of the Series X Preferred Stock into shares of Common Stock in accordance with the listing rules of the NYSE American (the "Stockholder Approval"), each share of Series X Preferred Stock will become convertible (either automatically or at the election of the holder, and in either case, subject to a beneficial ownership limitation) into 1,000 shares of Common Stock (subject to adjustment) in accordance with the certificate of designation governing the Series X Preferred Stock (the "Certificate of Designation"). If the Stockholder Approval is not obtained by 5:00 p.m. on the date that is 5 months after the initial issuance of the Series X Preferred Stock (or such earlier time as a stockholder meeting is held and the Stockholder Approval is not obtained), the Series X Preferred Stock will become convertible into cash in accordance with the Certificate of Designation. F3 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt V, L.P. is the general partner of Fund V. Deerfield Mgmt HIF II, L.P. is the general partner of HIF II. Deerfield Management Company, L.P. is the investment manager of each Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt V, L.P., Deerfield Mgmt HIF II, L.P. and Deerfield Management Company, L.P. F4 · ownership.nature: In accordance with Instruction 4 (b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise. Read SEC document |
| March 15, 2024 Filed Mar 20, 2024 01:39 UTC | Tessera Defense & Homeland Security Inc. PHGE · Entity 8384 | GrantSeries X Non-Voting Convertible Preferred Stock · Derivative | 13,490 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001193805-24-000414 · e619387_4-biomx.xml · derivative · 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 V, L.P. · CIK 0001876688 · Director · 10% owner · *Director by Deputization Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · 10% owner · *Director by Deputization Deerfield Private Design Fund V, L.P. · CIK 0001815437 · 10% owner · *Director by Deputization Deerfield Healthcare Innovations Fund II, L.P. · CIK 0001780064 · Director · 10% owner · *Director by Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Healthcare Innovations Fund II, L.P. Disclosed balance after: 13,490 Underlying: Common Stock · 13,490,000 shares Expires not disclosed F5 · derivative.exercise_price: Effective as of 5:00 p.m. on the 4th business day after the date that the Issuer's stockholders approve the conversion of the Series X Preferred Stock into shares of Common Stock in accordance with the listing rules of the NYSE American (the "Stockholder Approval"), each share of Series X Preferred Stock will become convertible (either automatically or at the election of the holder, and in either case, subject to a beneficial ownership limitation) into 1,000 shares of Common Stock (subject to adjustment) in accordance with the certificate of designation governing the Series X Preferred Stock (the "Certificate of Designation"). If the Stockholder Approval is not obtained by 5:00 p.m. on the date that is 5 months after the initial issuance of the Series X Preferred Stock (or such earlier time as a stockholder meeting is held and the Stockholder Approval is not obtained), the Series X Preferred Stock will become convertible into cash in accordance with the Certificate of Designation. F1 · kind: The shares of Common Stock and Merger Preferred Shares (as defined below) reported herein were acquired by Deerfield Private Design Fund V, L.P. ("Fund V") and Deerfield Healthcare Innovations Fund II, L.P. ("HIF II" and, together with Fund V, the "Funds") pursuant to the Agreement and Plan of Merger, dated as of March 6, 2024 (the "Merger Agreement"), among the Issuer, BTX Merger Sub I, Inc., BTX Merger Sub II, LLC and Adaptive Phage Therapeutics, Inc. ("APT"). The acquisition or deemed acquisition of such securities and the Merger Warrants (as defined below) and any shares of Common Stock that may be acquired upon conversion or exercise of the Merger Preferred Shares or the Merger Warrants were exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F2 · price: As a result of the transactions contemplated by the Merger Agreement (the "Merger"), 16,972,145 shares of Series B-1 Preferred Stock of APT held by each of the Funds immediately prior to the Merger were converted into (i) 3,055,049 shares of Common Stock, (ii) 13,490 shares of Series X Non-Voting Convertible Preferred Stock ("Series X Preferred Stock") of the Issuer (the "Merger Preferred Shares") and (iii) warrants to purchase 722,175 shares of Common Stock (the "Merger Warrants"). The Merger Warrants are not currently exercisable and will not become exercisable unless and until requisite approval of the Issuer's stockholder is obtained. Accordingly, the Merger Warrants are not reported herein. F5 · derivative.exercise_date: Effective as of 5:00 p.m. on the 4th business day after the date that the Issuer's stockholders approve the conversion of the Series X Preferred Stock into shares of Common Stock in accordance with the listing rules of the NYSE American (the "Stockholder Approval"), each share of Series X Preferred Stock will become convertible (either automatically or at the election of the holder, and in either case, subject to a beneficial ownership limitation) into 1,000 shares of Common Stock (subject to adjustment) in accordance with the certificate of designation governing the Series X Preferred Stock (the "Certificate of Designation"). If the Stockholder Approval is not obtained by 5:00 p.m. on the date that is 5 months after the initial issuance of the Series X Preferred Stock (or such earlier time as a stockholder meeting is held and the Stockholder Approval is not obtained), the Series X Preferred Stock will become convertible into cash in accordance with the Certificate of Designation. F5 · derivative.expiration_date: Effective as of 5:00 p.m. on the 4th business day after the date that the Issuer's stockholders approve the conversion of the Series X Preferred Stock into shares of Common Stock in accordance with the listing rules of the NYSE American (the "Stockholder Approval"), each share of Series X Preferred Stock will become convertible (either automatically or at the election of the holder, and in either case, subject to a beneficial ownership limitation) into 1,000 shares of Common Stock (subject to adjustment) in accordance with the certificate of designation governing the Series X Preferred Stock (the "Certificate of Designation"). If the Stockholder Approval is not obtained by 5:00 p.m. on the date that is 5 months after the initial issuance of the Series X Preferred Stock (or such earlier time as a stockholder meeting is held and the Stockholder Approval is not obtained), the Series X Preferred Stock will become convertible into cash in accordance with the Certificate of Designation. F3 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt V, L.P. is the general partner of Fund V. Deerfield Mgmt HIF II, L.P. is the general partner of HIF II. Deerfield Management Company, L.P. is the investment manager of each Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt V, L.P., Deerfield Mgmt HIF II, L.P. and Deerfield Management Company, L.P. F4 · ownership.nature: In accordance with Instruction 4 (b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise. Read SEC document |
| March 15, 2024 Filed Mar 20, 2024 01:39 UTC | Tessera Defense & Homeland Security Inc. PHGE · Entity 8384 | GrantSeries X Non-Voting Convertible Preferred Stock · Derivative | 13,490 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001193805-24-000414 · e619387_4-biomx.xml · derivative · 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 V, L.P. · CIK 0001876688 · Director · 10% owner · *Director by Deputization Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · 10% owner · *Director by Deputization Deerfield Private Design Fund V, L.P. · CIK 0001815437 · 10% owner · *Director by Deputization Deerfield Healthcare Innovations Fund II, L.P. · CIK 0001780064 · Director · 10% owner · *Director by Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Private Design Fund V, L.P. Disclosed balance after: 13,490 Underlying: Common Stock · 13,490,000 shares Expires not disclosed F5 · derivative.exercise_price: Effective as of 5:00 p.m. on the 4th business day after the date that the Issuer's stockholders approve the conversion of the Series X Preferred Stock into shares of Common Stock in accordance with the listing rules of the NYSE American (the "Stockholder Approval"), each share of Series X Preferred Stock will become convertible (either automatically or at the election of the holder, and in either case, subject to a beneficial ownership limitation) into 1,000 shares of Common Stock (subject to adjustment) in accordance with the certificate of designation governing the Series X Preferred Stock (the "Certificate of Designation"). If the Stockholder Approval is not obtained by 5:00 p.m. on the date that is 5 months after the initial issuance of the Series X Preferred Stock (or such earlier time as a stockholder meeting is held and the Stockholder Approval is not obtained), the Series X Preferred Stock will become convertible into cash in accordance with the Certificate of Designation. F1 · kind: The shares of Common Stock and Merger Preferred Shares (as defined below) reported herein were acquired by Deerfield Private Design Fund V, L.P. ("Fund V") and Deerfield Healthcare Innovations Fund II, L.P. ("HIF II" and, together with Fund V, the "Funds") pursuant to the Agreement and Plan of Merger, dated as of March 6, 2024 (the "Merger Agreement"), among the Issuer, BTX Merger Sub I, Inc., BTX Merger Sub II, LLC and Adaptive Phage Therapeutics, Inc. ("APT"). The acquisition or deemed acquisition of such securities and the Merger Warrants (as defined below) and any shares of Common Stock that may be acquired upon conversion or exercise of the Merger Preferred Shares or the Merger Warrants were exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F2 · price: As a result of the transactions contemplated by the Merger Agreement (the "Merger"), 16,972,145 shares of Series B-1 Preferred Stock of APT held by each of the Funds immediately prior to the Merger were converted into (i) 3,055,049 shares of Common Stock, (ii) 13,490 shares of Series X Non-Voting Convertible Preferred Stock ("Series X Preferred Stock") of the Issuer (the "Merger Preferred Shares") and (iii) warrants to purchase 722,175 shares of Common Stock (the "Merger Warrants"). The Merger Warrants are not currently exercisable and will not become exercisable unless and until requisite approval of the Issuer's stockholder is obtained. Accordingly, the Merger Warrants are not reported herein. F5 · derivative.exercise_date: Effective as of 5:00 p.m. on the 4th business day after the date that the Issuer's stockholders approve the conversion of the Series X Preferred Stock into shares of Common Stock in accordance with the listing rules of the NYSE American (the "Stockholder Approval"), each share of Series X Preferred Stock will become convertible (either automatically or at the election of the holder, and in either case, subject to a beneficial ownership limitation) into 1,000 shares of Common Stock (subject to adjustment) in accordance with the certificate of designation governing the Series X Preferred Stock (the "Certificate of Designation"). If the Stockholder Approval is not obtained by 5:00 p.m. on the date that is 5 months after the initial issuance of the Series X Preferred Stock (or such earlier time as a stockholder meeting is held and the Stockholder Approval is not obtained), the Series X Preferred Stock will become convertible into cash in accordance with the Certificate of Designation. F5 · derivative.expiration_date: Effective as of 5:00 p.m. on the 4th business day after the date that the Issuer's stockholders approve the conversion of the Series X Preferred Stock into shares of Common Stock in accordance with the listing rules of the NYSE American (the "Stockholder Approval"), each share of Series X Preferred Stock will become convertible (either automatically or at the election of the holder, and in either case, subject to a beneficial ownership limitation) into 1,000 shares of Common Stock (subject to adjustment) in accordance with the certificate of designation governing the Series X Preferred Stock (the "Certificate of Designation"). If the Stockholder Approval is not obtained by 5:00 p.m. on the date that is 5 months after the initial issuance of the Series X Preferred Stock (or such earlier time as a stockholder meeting is held and the Stockholder Approval is not obtained), the Series X Preferred Stock will become convertible into cash in accordance with the Certificate of Designation. F3 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt V, L.P. is the general partner of Fund V. Deerfield Mgmt HIF II, L.P. is the general partner of HIF II. Deerfield Management Company, L.P. is the investment manager of each Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt V, L.P., Deerfield Mgmt HIF II, L.P. and Deerfield Management Company, L.P. F4 · ownership.nature: In accordance with Instruction 4 (b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise. Read SEC document |
| March 15, 2024 Filed Mar 20, 2024 01:39 UTC | Tessera Defense & Homeland Security Inc. PHGE · Entity 8384 | GrantCommon Stock | 3,055,049 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001193805-24-000414 · e619387_4-biomx.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 V, L.P. · CIK 0001876688 · Director · 10% owner · *Director by Deputization Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · 10% owner · *Director by Deputization Deerfield Private Design Fund V, L.P. · CIK 0001815437 · 10% owner · *Director by Deputization Deerfield Healthcare Innovations Fund II, L.P. · CIK 0001780064 · Director · 10% owner · *Director by Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Healthcare Innovations Fund II, L.P. Disclosed balance after: 3,055,049 F1 · kind: The shares of Common Stock and Merger Preferred Shares (as defined below) reported herein were acquired by Deerfield Private Design Fund V, L.P. ("Fund V") and Deerfield Healthcare Innovations Fund II, L.P. ("HIF II" and, together with Fund V, the "Funds") pursuant to the Agreement and Plan of Merger, dated as of March 6, 2024 (the "Merger Agreement"), among the Issuer, BTX Merger Sub I, Inc., BTX Merger Sub II, LLC and Adaptive Phage Therapeutics, Inc. ("APT"). The acquisition or deemed acquisition of such securities and the Merger Warrants (as defined below) and any shares of Common Stock that may be acquired upon conversion or exercise of the Merger Preferred Shares or the Merger Warrants were exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F2 · price: As a result of the transactions contemplated by the Merger Agreement (the "Merger"), 16,972,145 shares of Series B-1 Preferred Stock of APT held by each of the Funds immediately prior to the Merger were converted into (i) 3,055,049 shares of Common Stock, (ii) 13,490 shares of Series X Non-Voting Convertible Preferred Stock ("Series X Preferred Stock") of the Issuer (the "Merger Preferred Shares") and (iii) warrants to purchase 722,175 shares of Common Stock (the "Merger Warrants"). The Merger Warrants are not currently exercisable and will not become exercisable unless and until requisite approval of the Issuer's stockholder is obtained. Accordingly, the Merger Warrants are not reported herein. F3 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt V, L.P. is the general partner of Fund V. Deerfield Mgmt HIF II, L.P. is the general partner of HIF II. Deerfield Management Company, L.P. is the investment manager of each Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt V, L.P., Deerfield Mgmt HIF II, L.P. and Deerfield Management Company, L.P. F4 · ownership.nature: In accordance with Instruction 4 (b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise. Read SEC document |
| March 15, 2024 Filed Mar 20, 2024 01:39 UTC | Tessera Defense & Homeland Security Inc. PHGE · Entity 8384 | GrantCommon Stock | 3,055,049 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001193805-24-000414 · e619387_4-biomx.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 V, L.P. · CIK 0001876688 · Director · 10% owner · *Director by Deputization Deerfield Mgmt HIF, L.P. · CIK 0001665736 · Director · 10% owner · *Director by Deputization Deerfield Private Design Fund V, L.P. · CIK 0001815437 · 10% owner · *Director by Deputization Deerfield Healthcare Innovations Fund II, L.P. · CIK 0001780064 · Director · 10% owner · *Director by Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Through Deerfield Private Design Fund V, L.P. Disclosed balance after: 3,055,049 F1 · kind: The shares of Common Stock and Merger Preferred Shares (as defined below) reported herein were acquired by Deerfield Private Design Fund V, L.P. ("Fund V") and Deerfield Healthcare Innovations Fund II, L.P. ("HIF II" and, together with Fund V, the "Funds") pursuant to the Agreement and Plan of Merger, dated as of March 6, 2024 (the "Merger Agreement"), among the Issuer, BTX Merger Sub I, Inc., BTX Merger Sub II, LLC and Adaptive Phage Therapeutics, Inc. ("APT"). The acquisition or deemed acquisition of such securities and the Merger Warrants (as defined below) and any shares of Common Stock that may be acquired upon conversion or exercise of the Merger Preferred Shares or the Merger Warrants were exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. F2 · price: As a result of the transactions contemplated by the Merger Agreement (the "Merger"), 16,972,145 shares of Series B-1 Preferred Stock of APT held by each of the Funds immediately prior to the Merger were converted into (i) 3,055,049 shares of Common Stock, (ii) 13,490 shares of Series X Non-Voting Convertible Preferred Stock ("Series X Preferred Stock") of the Issuer (the "Merger Preferred Shares") and (iii) warrants to purchase 722,175 shares of Common Stock (the "Merger Warrants"). The Merger Warrants are not currently exercisable and will not become exercisable unless and until requisite approval of the Issuer's stockholder is obtained. Accordingly, the Merger Warrants are not reported herein. F3 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt V, L.P. is the general partner of Fund V. Deerfield Mgmt HIF II, L.P. is the general partner of HIF II. Deerfield Management Company, L.P. is the investment manager of each Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt V, L.P., Deerfield Mgmt HIF II, L.P. and Deerfield Management Company, L.P. F4 · ownership.nature: In accordance with Instruction 4 (b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise. Read SEC document |
| May 10, 2022 Filed May 10, 2022 22:22 UTC | PepGen Inc. PEPG · Entity 6253 | ConversionSeries B Preferred Stock · Derivative | 273,313 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001193805-22-000766 · e621642_4-pepgen.xml · derivative · 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 PARTNERS, L.P. · CIK 0001301041 · 10% owner · Possible Member of 10% Group DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · 10% owner · Possible Member of 10% Group Deerfield Mgmt V, L.P. · CIK 0001876688 · 10% owner · Possible Member of 10% Group Deerfield Private Design Fund V, L.P. · CIK 0001815437 · 10% owner · Possible Member of 10% Group Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Through Deerfield Private Design Fund V, L.P. Disclosed balance after: 0 Underlying: Common Stock · 268,480 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 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). F1 · price: 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). F1 · derivative.exercise_date: 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). F1 · derivative.expiration_date: 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 · 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 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 · 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 10, 2022 Filed May 10, 2022 22:22 UTC | PepGen Inc. PEPG · Entity 6253 | ConversionSeries B Preferred Stock · Derivative | 273,313 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001193805-22-000766 · e621642_4-pepgen.xml · derivative · 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 PARTNERS, L.P. · CIK 0001301041 · 10% owner · Possible Member of 10% Group DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · 10% owner · Possible Member of 10% Group Deerfield Mgmt V, L.P. · CIK 0001876688 · 10% owner · Possible Member of 10% Group Deerfield Private Design Fund V, L.P. · CIK 0001815437 · 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: 0 Underlying: Common Stock · 268,480 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 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). F1 · price: 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). F1 · derivative.exercise_date: 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). F1 · derivative.expiration_date: 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 · 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 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 · 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 10, 2022 Filed May 10, 2022 22:22 UTC | PepGen Inc. PEPG · Entity 6253 | PurchaseCommon Stock | 208,333 | $12.00 | $2,499,996.00 |
DisclosureSEC source: 0001193805-22-000766 · e621642_4-pepgen.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 PARTNERS, L.P. · CIK 0001301041 · 10% owner · Possible Member of 10% Group DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · 10% owner · Possible Member of 10% Group Deerfield Mgmt V, L.P. · CIK 0001876688 · 10% owner · Possible Member of 10% Group Deerfield Private Design Fund V, L.P. · CIK 0001815437 · 10% owner · Possible Member of 10% Group Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Through Deerfield Private Design Fund V, L.P. Disclosed balance after: 476,813 F2 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. (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 · 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 10, 2022 Filed May 10, 2022 22:22 UTC | PepGen Inc. PEPG · Entity 6253 | PurchaseCommon Stock | 208,333 | $12.00 | $2,499,996.00 |
DisclosureSEC source: 0001193805-22-000766 · e621642_4-pepgen.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 COMPANY, L.P. (SERIES C) · CIK 0001009258 · 10% owner · Possible Member of 10% Group Deerfield Mgmt V, L.P. · CIK 0001876688 · 10% owner · Possible Member of 10% Group Deerfield Private Design Fund V, L.P. · CIK 0001815437 · 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: 476,813 F2 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. (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 · 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 10, 2022 Filed May 10, 2022 22:22 UTC | PepGen Inc. PEPG · Entity 6253 | ConversionCommon Stock | 268,480 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001193805-22-000766 · e621642_4-pepgen.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 COMPANY, L.P. (SERIES C) · CIK 0001009258 · 10% owner · Possible Member of 10% Group Deerfield Mgmt V, L.P. · CIK 0001876688 · 10% owner · Possible Member of 10% Group Deerfield Private Design Fund V, L.P. · CIK 0001815437 · 10% owner · Possible Member of 10% Group Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Through Deerfield Private Design Fund V, L.P. Disclosed balance after: 268,480 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 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 · 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 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 · 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 10, 2022 Filed May 10, 2022 22:22 UTC | PepGen Inc. PEPG · Entity 6253 | ConversionCommon Stock | 268,480 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001193805-22-000766 · e621642_4-pepgen.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 COMPANY, L.P. (SERIES C) · CIK 0001009258 · 10% owner · Possible Member of 10% Group Deerfield Mgmt V, L.P. · CIK 0001876688 · 10% owner · Possible Member of 10% Group Deerfield Private Design Fund V, L.P. · CIK 0001815437 · 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: 268,480 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 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 · 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 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 · 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 |
| October 26, 2021 Filed Oct 28, 2021 23:15 UTC | Xilio Therapeutics, Inc. XLO · Entity 7122 | ConversionSeries C Preferred Stock · Derivative | 7,186,489 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001193805-21-001508 · e621041_4-xilio.xml · derivative · 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 PARTNERS, L.P. · CIK 0001301041 · 10% owner · Possible Member of 10% Group DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · 10% owner · Possible Member of 10% Group Deerfield Mgmt V, L.P. · CIK 0001876688 · 10% owner · Possible Member of 10% Group Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Through Deerfield Private Design Fund V, L.P. Disclosed balance after: 0 Underlying: Common Stock · 756,472 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 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). F1 · price: 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). F1 · derivative.exercise_date: 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). F1 · derivative.expiration_date: 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 · 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 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 · 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 |
| October 26, 2021 Filed Oct 28, 2021 23:15 UTC | Xilio Therapeutics, Inc. XLO · Entity 7122 | ConversionSeries C Preferred Stock · Derivative | 7,186,489 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001193805-21-001508 · e621041_4-xilio.xml · derivative · 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 PARTNERS, L.P. · CIK 0001301041 · 10% owner · Possible Member of 10% Group DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · 10% owner · Possible Member of 10% Group Deerfield Mgmt V, L.P. · CIK 0001876688 · 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: 0 Underlying: Common Stock · 756,472 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 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). F1 · price: 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). F1 · derivative.exercise_date: 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). F1 · derivative.expiration_date: 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 · 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 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 · 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 |
| October 26, 2021 Filed Oct 28, 2021 23:15 UTC | Xilio Therapeutics, Inc. XLO · Entity 7122 | PurchaseCommon Stock | 387,500 | $16.00 | $6,200,000.00 |
DisclosureSEC source: 0001193805-21-001508 · e621041_4-xilio.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 PARTNERS, L.P. · CIK 0001301041 · 10% owner · Possible Member of 10% Group DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) · CIK 0001009258 · 10% owner · Possible Member of 10% Group Deerfield Mgmt V, L.P. · CIK 0001876688 · 10% owner · Possible Member of 10% Group Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Through Deerfield Private Design Fund V, L.P. Disclosed balance after: 1,143,972 F2 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. (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 · 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 |
| October 26, 2021 Filed Oct 28, 2021 23:15 UTC | Xilio Therapeutics, Inc. XLO · Entity 7122 | PurchaseCommon Stock | 387,500 | $16.00 | $6,200,000.00 |
DisclosureSEC source: 0001193805-21-001508 · e621041_4-xilio.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 COMPANY, L.P. (SERIES C) · CIK 0001009258 · 10% owner · Possible Member of 10% Group Deerfield Mgmt V, L.P. · CIK 0001876688 · 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: 1,143,972 F2 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. (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 · 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 |
| October 26, 2021 Filed Oct 28, 2021 23:15 UTC | Xilio Therapeutics, Inc. XLO · Entity 7122 | ConversionCommon Stock | 756,472 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001193805-21-001508 · e621041_4-xilio.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 COMPANY, L.P. (SERIES C) · CIK 0001009258 · 10% owner · Possible Member of 10% Group Deerfield Mgmt V, L.P. · CIK 0001876688 · 10% owner · Possible Member of 10% Group Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Through Deerfield Private Design Fund V, L.P. Disclosed balance after: 756,472 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 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 · 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 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 · 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 |
| October 26, 2021 Filed Oct 28, 2021 23:15 UTC | Xilio Therapeutics, Inc. XLO · Entity 7122 | ConversionCommon Stock | 756,472 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001193805-21-001508 · e621041_4-xilio.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 COMPANY, L.P. (SERIES C) · CIK 0001009258 · 10% owner · Possible Member of 10% Group Deerfield Mgmt V, L.P. · CIK 0001876688 · 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: 756,472 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 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 · 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 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 · 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 |
Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.