SEC Form 4 · accession 0001193805-15-000427
SteadyMed Ltd. · STDY
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
Deerfield Private Design Fund III, L.P.
10% Owner · Other
Deerfield Mgmt III, L.P.
10% Owner · Other
Period of report
Mar 25, 2015
Accepted (ET)
Mar 25, 2015 · 5:19 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001619087
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary SharesF1,F2,F3 | Mar 25, 2015 | C | 265,089 | — | A | 265,089 | I | Through Deerfield Private Design Fund III, L.P. |
| Ordinary SharesF1,F2,F3 | Mar 25, 2015 | C | 265,089 | — | A | 265,089 | I | Through Deerfield Special Situations Fund, L.P. |
| Ordinary SharesF2,F3 | Mar 25, 2015 | P | 179,115 | $8.50 | A | 444,204 | I | Through Deerfield Private Design Fund III, L.P. |
| Ordinary SharesF2,F3 | Mar 25, 2015 | P | 558,440 | $8.50 | A | 823,529 | I | Through Deerfield Special Situations 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 E Preferred StockF1,F2,F3 | — | Mar 25, 2015 | C | 34,205 | D | — | — | Ordinary Shares | 265,089 | 0 | I |
| Series E Preferred StockF1,F2,F3 | — | Mar 25, 2015 | C | 34,205 | D | — | — | Ordinary Shares | 265,089 | 0 | I |
Explanation of responses
- F1Each share of Series E Preferred Stock was convertible at any time into 7.75 of the Issuer's ordinary shares (on an adjusted basis, after giving effect to the 7.75-for-1 stock split effected by the Issuer on March 2, 2015). Shares of Series E Preferred Stock had no expiration date and automatically converted into shares of the Issuer's ordinary shares upon the closing of the Issuer's initial public offering of ordinary shares.
- 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") and Deerfield Mgmt, L.P. is the general partner of Deerfield Special Situations Fund, L.P. (together 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, 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 Avalanche Biotechnologies, Inc. filed with the Securities and Exchange Commission on July 30, 2014 by Deerfield Mgmt III, L.P., Deerfield Mgmt, L.P., Deerfield Management Company, 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.