SEC Form 4 · accession 0001193805-19-000089
XERIS PHARMACEUTICALS INC · XERS
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
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
Jan 23, 2019
Accepted (ET)
Jan 25, 2019 · 6:24 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001346302
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Jan 23, 2019 | S | 32,199 | $16.3476 | D | 967,801 | I | Through Deerfield Special Situations Fund, L.P. |
| Common StockF4,F2,F3 | Jan 24, 2019 | S | 5,425 | $15.0346 | D | 962,376 | I | Through Deerfield Special Situations Fund, L.P. |
| Common StockF5,F2,F3 | Jan 25, 2019 | S | 76,820 | $15.0775 | D | 885,556 | I | Through Deerfield Special Situations Fund, L.P. |
| Common StockF2,F3 | holding | — | — | — | 1,498,666 | I | Through Deerfield Private Design Fund III, L.P. |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The price reported in Column 2 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $16.00 to $16.70, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1), (4) and (5) of this Form 4.
- 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 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.
- F4The price reported in Column 2 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $15.00 to $15.50, inclusive.
- F5The price reported in Column 2 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $15.00 to $15.50, inclusive.
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.