1
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b)
x
|
3
|
|
4
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
|
8
|
|
9
|
|
10
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
14
|
|
(1) Comprised of 413,611 shares held by Deerfield Special Situations Fund, L.P., 88,000 shares held by Deerfield Partners, L.P. and 112,000 shares held by Deerfield International Master Fund, L.P.
1
|
NAME OF REPORTING PERSON
Deerfield Special Situations Fund, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b)
x
|
3
|
|
4
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
|
8
|
|
9
|
|
10
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
14
|
|
1
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b)
x
|
3
|
|
4
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
|
8
|
|
9
|
|
10
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
14
|
|
1
|
NAME OF REPORTING PERSON
Deerfield International Master Fund, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b)
x
|
3
|
|
4
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
|
8
|
|
9
|
|
10
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
14
|
|
1
|
NAME OF REPORTING PERSON
Deerfield Private Design Fund III, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b)
x
|
3
|
|
4
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
|
8
|
|
9
|
|
10
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
14
|
|
1
|
NAME OF REPORTING PERSON
Deerfield Management Company, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b)
x
|
3
|
|
4
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
|
8
|
|
9
|
|
10
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
14
|
|
(2) Comprised of 413,611 shares held by Deerfield Special Situations Fund, L.P., 88,000 shares held by Deerfield Partners, L.P., 1,623,089 shares held by Deerfield Private Design Fund III, L.P. and 112,000 shares held by Deerfield International Master Fund, L.P.
1
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b)
x
|
3
|
|
4
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
|
8
|
|
9
|
|
10
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
14
|
|
(3) Comprised of 1,623,089 shares held by Deerfield Private Design Fund III, L.P.
1
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b)
x
|
3
|
|
4
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
|
8
|
|
9
|
|
10
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
14
|
|
(4) Comprised of 413,611 shares held by Deerfield Special Situations Fund, L.P., 88,000 shares held by Deerfield Partners, L.P., 1,623,089 shares held by Deerfield Private Design Fund III, L.P. and 112,000 shares held by Deerfield International Master Fund, L.P.
|
|
13D/A
|
Page 10 of 15 Pages
|
This Amendment No. 1 (this “
Amendment
”) to Schedule 13D amends the Schedule 13D (the “
Schedule 13D
”) filed by (i) Deerfield Mgmt, L.P. (“
Deerfield Mgmt
”), (ii) Deerfield Special Situations Fund, L.P. (“
Deerfield Special Situations Fund
”), (iii) Deerfield Management Company, L.P. (“
Deerfield Management
”), (iv) Deerfield Private Design Fund III, L.P. (“
Deerfield Private Design Fund III”
), (v) Deerfield Partners, L.P. (“
Deerfield Partners
”), (vi) Deerfield International Master Fund, L.P. (“
Deerfield International Master Fund
”), (vii) Deerfield Mgmt III, L.P. (“
Deerfield Mgmt III
”) and (viii) James E. Flynn, a natural person (“
Flynn
” and collectively with Deerfield Mgmt, Deerfield Special Situations Fund, Deerfield Management, Deerfield Private Design Fund III, Deerfield Partners, Deerfield International Master Fund and Deerfield Mgmt III, the “
Reporting Persons
”), with respect to the securities of AveXis, Inc. (the “
Company
”), on February 19, 2016. Deerfield Special Situations Fund, Deerfield Private Design Fund III, Deerfield Partners and Deerfield International Master Fund are collectively referred to herein as the “
Funds
.”
The purpose of this Amendment is to voluntarily report a change in the percentage of the Company’s outstanding Common Stock beneficially owned by the Reporting Persons solely as a result of an increase in the number of shares of the Company’s Common Stock outstanding.
Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D.
Item 5.
|
Interest in Securities of the Issuer.
|
Items 5(a), (b) and (c) of the Schedule 13D are hereby amended and restated in their entirety as follows:
(a)
(1)
Deerfield Mgmt
Number of shares:
|
613,611 (comprised of shares held by Deerfield Special Situations Fund, Deerfield Partners and Deerfield International Master Fund)
|
Percentage of shares: 2.22%*
(2)
Deerfield Management
Number of shares:
|
2,236,700 (comprised of shares held by Deerfield Special Situations Fund, Deerfield Private Design Fund III, Deerfield Partners and Deerfield International Master Fund)
|
Percentage of shares: 8.08%*
(3)
Deerfield Special Situations Fund
Number of shares: 413,611
Percentage of shares: 1.49%*
(4)
Deerfield Private Design Fund III
Number of shares: 1,623,089
Percentage of shares: 5.86%*
|
|
13D/A
|
Page 11 of 15 Pages
|
(5)
Deerfield Partners
Number of Shares: 88,000
Percentage of Shares: 0.32%*
(6)
Deerfield International Master Fund
Number of Shares: 112,000
Percentage of Shares: 0.40%*
(7)
Deerfield Mgmt III
Number of shares:
|
1,623,089 (comprised of shares held by Deerfield Private Design Fund III)
|
Percentage of shares: 5.86%*
(8)
Flynn
Number of shares:
|
2,236,700 (comprised of shares held by Deerfield Special Situations Fund, Deerfield Partners, Deerfield International Master Fund and Deerfield Private Design Fund III)
|
Percentage of shares: 8.08%*
*Percentage beneficial ownership reported herein reflects 27,676,288 shares of Common Stock outstanding as of November 10, 2016, as reported in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016.
(b)
(1)
Deerfield Mgmt
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 613,611
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 613,611
(2)
Deerfield Management
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 2,236,700
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 2,236,700
(3)
Deerfield Special Situations Fund
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 413,611
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 413,611
|
|
13D/A
|
Page 12 of 15 Pages
|
(4)
Deerfield Private Design Fund III
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 1,623,089
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 1,623,089
(5)
Deerfield Partners
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 88,000
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 88,000
(6)
Deerfield International Master Fund
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 112,000
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 112,000
(7)
Deerfield Mgmt III
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 1,623,089
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 1,623,089
(8)
Flynn
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 2,236,700
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 2,236,700
Flynn is the sole member of the general partner of each of Deerfield Mgmt, Deerfield Mgmt III and Deerfield Management. Deerfield Mgmt is the general partner, and Deerfield Management is the investment advisor, of Deerfield Special Situations Fund, Deerfield Partners and Deerfield International Master Fund. Deerfield Mgmt III is the general partner, and Deerfield Management is the investment advisor, of Deerfield Private Design Fund III.
|
|
13D/A
|
Page 13 of 15 Pages
|
(c) No Reporting Person has effected any transactions in the Company’s securities since the initial filing of the Schedule 13D. The changes in the percentage of Common Stock beneficially owned by each Reporting Person reflected in this Amendment have resulted solely from an increase in the number of shares of Common Stock outstanding.
|
|
13D/A
|
Page 14 of 15 Pages
|
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: February 2, 2017
|
DEERFIELD MGMT, L.P.
By: J.E. Flynn Capital, LLC, General Partner
By:
/s/ Jonathan Isler
Name: Jonathan Isler
Title: Attorney-in-Fact
DEERFIELD MGMT III, L.P.
By: J.E. Flynn Capital III, LLC, General Partner
By:
/s/ Jonathan Isler
Name: Jonathan Isler
Title: Attorney-in-Fact
DEERFIELD SPECIAL SITUATIONS FUND, L.P.
By: Deerfield Mgmt, L.P., General Partner
By: J.E. Flynn Capital, LLC, General Partner
By:
/s/ Jonathan Isler
Name: Jonathan Isler
Title: Attorney-in-Fact
DEERFIELD PRIVATE DESIGN FUND III, L.P.
By: Deerfield Mgmt III, L.P., General Partner
By: J.E. Flynn Capital III, LLC, General Partner
By:
/s/ Jonathan Isler
Name: Jonathan Isler
Title: Attorney-in-Fact
|
|
|
13D/A
|
Page 15 of 15 Pages
|
|
DEERFIELD INTERNATIONAL MASTER FUND, L.P.
By: Deerfield Mgmt, L.P., General Partner
By: J.E. Flynn Capital, LLC, General Partner
By:
/s/ Jonathan Isler
Name: Jonathan Isler
Title: Attorney-in-Fact
DEERFIELD PARTNERS, L.P.
By: Deerfield Mgmt, L.P., General Partner
By: J.E. Flynn Capital, LLC, General Partner
By:
/s/ Jonathan Isler
Name: Jonathan Isler
Title: Attorney-in-Fact
DEERFIELD MANAGEMENT COMPANY, L.P.
By: Flynn Management LLC, General Partner
By:
/s/ Jonathan Isler
Name: Jonathan Isler
Title: Attorney-in-Fact
JAMES E. FLYNN
/s/ Jonathan Isler
Jonathan Isler, Attorney-in-Fact
|