SEC Form 4 · accession 0001193805-15-001798
ALIMERA SCIENCES INC · ALIM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
DEERFIELD MANAGEMENT CO
10% Owner · Other
Deerfield Mgmt L.P.
10% Owner · Other
James E Flynn
10% Owner · Other
Deerfield Special Situations Fund, L.P.
10% Owner · Other
Deerfield Private Design International II, L.P.
10% Owner · Other
Deerfield Private Design Fund II, L.P.
10% Owner · Other
Deerfield Private Design Fund III, L.P.
10% Owner · Other
Deerfield Mgmt III, L.P.
10% Owner · Other
Period of report
Oct 27, 2015
Accepted (ET)
Oct 29, 2015 · 6:05 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001267602
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F3,F4 | Oct 27, 2015 | P | 16,506 | $3.00 | A | 4,444,597 | I | Through Deerfield Special Situations Fund, L.P. |
| Common StockF1,F3,F4 | Oct 27, 2015 | P | 16,506 | $3.00 | A | 412,906 | I | Through Deerfield Private Design Fund III, L.P. |
| Common StockF2,F3,F4 | Oct 28, 2015 | P | 13,165 | $2.99 | A | 4,457,762 | I | Through Deerfield Special Situations Fund, L.P. |
| Common StockF2,F3,F4 | Oct 28, 2015 | P | 13,165 | $2.99 | A | 426,071 | I | Through Deerfield Private Design Fund III, L.P. |
| Common StockF3,F4 | holding | — | — | — | 181,222 | I | Through Deerfield Private Design Fund II, L.P. | |
| Common StockF3,F4 | holding | — | — | — | 207,667 | I | Through Deerfield Private Design International II, L.P. |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $2.995 to $3.04, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes (1) and (2) of this Form 4.
- F2The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $2.98 to $3.10, inclusive.
- F3This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt L.P. is the general partner of Deerfield Special Situations Fund, L.P., Deerfield Private Design Fund II, L.P. and Deerfield Private Design International II, L.P. (collectively with Fund III, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt III, L.P., Deerfield Mgmt, L.P. and Deerfield Management Company, L.P.
- F4In accordance with Instruction 4 (b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.
Remarks
Jonathan Isler, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 to a Form 3 with regard to Avalanche Biotechnologies, Inc. filed with the Securities and Exchange Commission on July 30, 2014 by Deerfield Mgmt III, L.P., Deerfield Mgmt, L.P., Deerfield Management Company, L.P., Deerfield Special Situations Fund, L.P., Deerfield Special Situations International Master Fund, L.P., Deerfield Private Design Fund III, L.P. and James E. Flynn