SEC Form 4 · accession 0001193805-15-000295

Invitae Corp · NVTA

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

Period of report

Feb 18, 2015

Accepted (ET)

Feb 19, 2015 · 7:13 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001501134

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2,F3	Feb 18, 2015	C	166,666	—	A	166,666	I	Through Deerfield Special Situations Fund, L.P.
Common Stock^F2,F3	Feb 18, 2015	P	87,500	$16.00	A	254,166	I	Through Deerfield Special Situations Fund, L.P.
Common Stock^F2,F3	Feb 18, 2015	P	39,112	$16.00	A	39,112	I	Through Deerfield Partners, L.P.
Common Stock^F2,F3	Feb 18, 2015	P	48,388	$16.00	A	48,388	I	Through Deerfield International Master Fund, 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 F Preferred Stock^F1,F2,F3	—	Feb 18, 2015	C	1,000,000	D	—	—	Common Stock	166,666	0	I

Explanation of responses

F1The Series F Preferred Stock was convertible at any time into one-sixth (1/6) of one share of the Issuer's common stock (on an adjusted basis, after giving effect to the 1-for-6 reverse stock split effected by the Issuer on February 9, 2015). The Series F Preferred Stock converted into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering of common stock.
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. (the "Fund"). Deerfield Management Company, L.P. is the investment manager of the Fund. 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 Fund is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, 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

David Clark, signing as Attorney-in-Fact: Power of Attorney, 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 L.P., Deerfield Mgmt III, 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.