SEC Form 3 · accession 0001193805-17-001412
Protara Therapeutics, Inc. · TARA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
DEERFIELD MANAGEMENT CO
Director · Other
Deerfield Mgmt L.P.
Director · Other
DEERFIELD PARTNERS, L.P.
Director · Other
James E Flynn
Director · Other
Deerfield Special Situations Fund, L.P.
Director · Other
Deerfield International Master Fund, L.P.
Director · Other
Deerfield Private Design Fund III, L.P.
Director · Other
Deerfield Mgmt III, L.P.
Director · Other
Deerfield Private Design Fund IV, L.P.
Director · Other
Deerfield Mgmt IV, L.P.
Director · Other
Period of report
Aug 2, 2017
Accepted (ET)
Aug 4, 2017 · 6:07 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001359931
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | holding | — | — | — | 877,799 | I | Through Deerfield Private Design Fund III, L.P. | |
| Common StockF1,F2,F3 | holding | — | — | — | 149,676 | I | Through Deerfield Special Situations Fund, L.P. | |
| Common StockF1,F2,F3 | holding | — | — | — | 110,557 | I | Through Deerfield International Master Fund, L.P. | |
| Common StockF1,F2,F3 | holding | — | — | — | 86,867 | I | Through Deerfield Partners, L.P. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Convertible Preferred StockF1,F2,F3,F4 | — | holding | — | — | — | — | — | Common Stock | 16,082,018 | — | I |
Explanation of responses
- F1This Form 3 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt 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 each of Deerfield Special Situations Fund, L.P. ("DSS Fund"), Deerfield International Master Fund, L.P. ("Master Fund") and Deerfield Partners, L.P. ("Deerfield Partners").
- F2Deerfield Mgmt IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Deerfield Private Design Fund IV" and collectively with Fund III, DSS Fund, Master Fund and Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. is the investment manager of each 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., Deerfield Management Company, L.P. ("Deerfield Management") and Deerfield Mgmt IV, L.P. In accordance with Instruction 5(b)(iv) to Form 3, the entire amount of the Issuer's securities held by the Funds is reported herein.
- F3For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.
- F4Each share of Series A Convertible Preferred Stock, par value $0.001 per share (the "Preferred Stock"), of the Issuer is convertible, at any time at the option of the holder of such share of Preferred Stock, into approximately 1,005 shares of the Issuer's Common Stock, par value $0.001 per share, at a conversion price of $0.9949 per share, subject to adjustment for any stock splits, stock dividends and similar events in accordance with the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock of the Issuer, dated August 1, 2017.
Remarks
Jonathan Leff, a partner in Deerfield Management Company, serves as a director of the Issuer. Please see Joint Filer Information Statement attached as Exhibit 99 hereto. Exhibit List Exhibit 24 - Power of Attorney Exhibit 99 - Joint Filer Information Statement