SEC Form 4 · accession 0001193805-18-001007
AERIE PHARMACEUTICALS INC · AERI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C)
10% Owner · Other
Deerfield Mgmt L.P.
10% Owner · Other
DEERFIELD PARTNERS, L.P.
10% Owner · Other
James E Flynn
10% Owner · Other
Deerfield Special Situations Fund, 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
Jul 23, 2018
Accepted (ET)
Jul 23, 2018 · 3:54 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001337553
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | holding | — | — | — | 2,675,638 | I | Through Deerfield Private Design Fund III, L.P. | |
| Common StockF1,F2,F3 | holding | — | — | — | 1,027,056 | I | Through Deerfield Partners, L.P. | |
| Common StockF1,F2,F3 | holding | — | — | — | 188,357 | I | Through Deerfield Special Situations Fund, L.P. |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This Statement of Changes in Beneficial Ownership is being filed by the Reporting Persons (as defined below) to report changes in beneficial ownership that resulted from each Fund (as defined below) closing short positions that were established prior to the Reporting Persons becoming subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934, as amended, with respect to the securities of the Issuer by delivering shares to applicable broker(s). Upon the closing of such short positions, the Reporting Persons ceased to be subject to such reporting requirements with respect to securities of the Issuer.
- F2This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. and Deerfield Special Situations Fund, L.P. (collectively with Fund III, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt III, L.P., Deerfield Mgmt, L.P. and Deerfield Management Company, L.P.
- F3In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report 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 Proteon Therapeutics, Inc. filed with the Securities and Exchange Commission on August 4, 2017 by Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P., Deerfield International Master Fund, L.P., Deerfield Private Design Fund III, L.P., Deerfield Private Design Fund IV, L.P., Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P., Deerfield Management Company, L.P., and James E. Flynn. See footnote (1)