SEC Form 4 · accession 0001193805-16-003634
Audentes Therapeutics, Inc. · BOLD
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
Jul 25, 2016
Accepted (ET)
Jul 25, 2016 · 12:19 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001628738
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F3,F4 | Jul 25, 2016 | C | 535,996 | — | A | 535,996 | I | Through Deerfield Private Design Fund III, L.P. |
| Common StockF1,F3,F4 | Jul 25, 2016 | C | 267,998 | — | A | 267,998 | I | Through Deerfield Special Situations Fund, L.P. |
| Common StockF2,F3,F4 | Jul 25, 2016 | C | 99,830 | — | A | 635,826 | I | Through Deerfield Private Design Fund III, L.P. |
| Common StockF2,F3,F4 | Jul 25, 2016 | C | 99,830 | — | A | 367,828 | I | Through Deerfield Special Situations Fund, L.P. |
| Common StockF3,F4 | Jul 25, 2016 | P | 253,404 | $15.00 | A | 889,230 | I | Through Deerfield Private Design Fund III, L.P. |
| Common StockF3,F4 | Jul 25, 2016 | P | 146,596 | $15.00 | A | 514,424 | 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 B Convertible Preferred StockF1,F3,F4 | — | Jul 25, 2016 | C | 535,996 | D | — | — | Common Stock | 535,996 | 0 | I |
| Series B Convertible Preferred StockF1,F3,F4 | — | Jul 25, 2016 | C | 267,998 | D | — | — | Common Stock | 267,998 | 0 | I |
| Series C Convertible Preferred StockF2,F3,F4 | — | Jul 25, 2016 | C | 99,830 | D | — | — | Common Stock | 99,830 | 0 | I |
| Series C Convertible Preferred StockF2,F3,F4 | — | Jul 25, 2016 | C | 99,830 | D | — | — | Common Stock | 99,830 | 0 | I |
Explanation of responses
- F1Each share of Series B Convertible Preferred Stock automatically converted into 1 share of the Issuer's Common Stock immediately prior to the closing of the Issuer's initial public offering of Common Stock. The amounts in column 5 of Table I are presented as if conversion of the Series B Convertible Preferred Stock accrued immediately prior to the conversion of the Series C Convertible Preferred Stock.
- F2Each share of Series C Convertible Preferred Stock automatically converted into 1 share of the Issuer's Common Stock immediately prior to the closing of the Issuer's initial public offering of Common Stock. The amounts in column 5 of Table I are presented as if conversion of the Series B Convertible Preferred Stock accrued immediately prior to the conversion of the Series C Convertible Preferred Stock.
- F3This 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.
- F4In 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.