Statement of Changes in Beneficial Ownership (4)

Date : 05/19/2017 @ 6:22PM
Source : Edgar (US Regulatory)
Stock : Nivalis Therapeutics, Inc. (MM) (NVLS)
Quote : 2.38  0.0 (0.00%) @ 4:00AM

Statement of Changes in Beneficial Ownership (4)

FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

BVF PARTNERS L P/IL
2. Issuer Name and Ticker or Trading Symbol

Nivalis Therapeutics, Inc. [ NVLS ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

1 SANSOME ST, 30TH FL
3. Date of Earliest Transaction (MM/DD/YYYY)

5/17/2017
(Street)

SAN FRANCISCO, CA 94104
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $0.001 par value   (1) 5/17/2017     P    24965   A $2.2987   1011908   D   (2)  
Common Stock, $0.001 par value   (1) 5/17/2017     P    6897   A $2.2987   653370   D   (3)  
Common Stock, $0.001 par value   (1) 5/17/2017     P    5510   A $2.2987   183938   D   (4)  
Common Stock, $0.001 par value   (1) 5/18/2017     P    16436   A $2.2998   1028344   D   (2)  
Common Stock, $0.001 par value   (1) 5/18/2017     P    10541   A $2.2998   663911   D   (3)  
Common Stock, $0.001 par value   (1) 5/18/2017     P    2909   A $2.2998   186847   D   (4)  
Common Stock, $0.001 par value   (1) 5/19/2017     P    6253   A $2.3000   1034597   D   (2)  
Common Stock, $0.001 par value   (1) 5/19/2017     P    4223   A $2.3000   668134   D   (3)  
Common Stock, $0.001 par value   (1) 5/19/2017     P    1124   A $2.3000   187971   D   (4)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  This Form 4 is filed jointly by Biotechnology Value Fund, L.P. ("BVF"), Biotechnology Value Fund II, L.P. ("BVF2"), Biotechnology Value Trading Fund OS LP ("Trading Fund OS"), BVF Partners OS Ltd. ("Partners OS"), BVF Partners L.P. ("Partners"), BVF Inc. and Mark N. Lampert (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
(2)  Securities owned directly by BVF. As the general partner of BVF, Partners may be deemed to beneficially own the securities owned directly by BVF. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF.
(3)  Securities owned directly by BVF2. As the general partner of BVF2, Partners may be deemed to beneficially own the securities owned directly by BVF2. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF2. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF2.
(4)  Securities owned directly by Trading Fund OS. As the general partner of Trading Fund OS, Partners OS may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment manager of Trading Fund OS and the sole member of Partners OS, Partners may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by Trading Fund OS. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by Trading Fund OS.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BVF PARTNERS L P/IL
1 SANSOME ST
30TH FL
SAN FRANCISCO, CA 94104

X

BIOTECHNOLOGY VALUE FUND L P
1 SANSOME ST
30TH FL
SAN FRANCISCO, CA 94104



See Explanation of Responses
BIOTECHNOLOGY VALUE FUND II LP
1 SANSOME ST
30TH FL
SAN FRANCISCO, CA 94104



See Explanation of Responses
Biotechnology Value Trading Fund OS LP
P.O. BOX 309 UGLAND HOUSE
GRAND CAYMAN, E9 KY1-1104



See Explanation of Responses
BVF Partners OS Ltd.
P.O. BOX 309 UGLAND HOUSE
GRAND CAYMAN, E9 KY1-1104



See Explanation of Responses
BVF INC/IL
1 SANSOME ST
30TH FL
SAN FRANCISCO, CA 94104

X

LAMPERT MARK N
1 SANSOME ST
30TH FL
SAN FRANCISCO, CA 94104

X


Signatures
BVF Partners L.P., By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 5/19/2017
** Signature of Reporting Person Date

Biotechnology Value Fund, L.P., By: BVF Partners L.P., its general partner, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 5/19/2017
** Signature of Reporting Person Date

Biotechnology Value Fund II, L.P., By: BVF Partners L.P., its general partner, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 5/19/2017
** Signature of Reporting Person Date

BVF Partners OS Ltd., By: BVF Partners L.P., its sole member, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 5/19/2017
** Signature of Reporting Person Date

Biotechnology Value Trading Fund OS LP, By: BVF Partners L.P., its investment manager, BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 5/19/2017
** Signature of Reporting Person Date

BVF Inc., By: /s/ Mark N. Lampert, President 5/19/2017
** Signature of Reporting Person Date

/s/ Mark N. Lampert 5/19/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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