SEC Form 4 · accession 0001193805-16-003655
Larimar Therapeutics, Inc. · LRMR
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
DEERFIELD PARTNERS, L.P.
10% Owner · Other
James E Flynn
10% Owner · Other
Deerfield Special Situations Fund, L.P.
10% Owner · Other
Deerfield International Master Fund, L.P.
10% Owner · Other
Period of report
Jul 20, 2016
Accepted (ET)
Aug 1, 2016 · 7:14 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001374690
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Jul 20, 2016 | S | 193,630 | $3.3118 | D | 247,413 | I | Through Deerfield Partners, L.P. |
| Common StockF1,F2,F3 | Jul 20, 2016 | S | 246,439 | $3.3118 | D | 314,889 | I | Through Deerfield International Master Fund, L.P. |
| Common StockF1,F2,F3 | Jul 20, 2016 | S | 901,430 | $3.3118 | D | 1,151,802 | I | Through Deerfield Special Situations Fund, 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 sold in multiple transactions at prices ranging from $3.18 to $3.60, inclusive. The transactions reported herein include transactions that occurred following (and on the same date as) the trade that resulted in the Reporting Persons ceasing to be subject to Section 16 of the Securities Exchange Act of 1934. 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 this footnote (1) 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, L.P. is the general partner of Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P. and Deerfield International Master Fund, L.P. (collectively, 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, 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 Editas Medicine, Inc. filed with the Securities and Exchange Commission on February 2, 2016 by Deerfield Mgmt III, L.P., Deerfield Management Company, L.P., Deerfield Healthcare Innovations Fund, L.P., Deerfield Mgmt HIF, L.P., Deerfield Private Design Fund III, L.P. and James E. Flynn.