Washington, D.C. 20549
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §
24.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13D-2(a)
(Amendment No. 4)*
If the filing person
has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
* The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
SCHEDULE 13D
CUSIP
No.
05366U100
|
Page
2 of 15 Pages
|
1
|
NAME OF REPORTING PERSONS
Deerfield Mgmt, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
502,014 (1)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
502,014 (1)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
502,014 (1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.57%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
(1) Comprised of 230,585 shares held by Deerfield Special Situations
Fund, L.P., 160,143 shares held by Deerfield Partners, L.P. and 111,286 shares held by Deerfield International Master Fund, L.P.
SCHEDULE 13D
CUSIP
No.
05366U100
|
Page 3
of 15 Pages
|
1
|
NAME OF REPORTING PERSONS
Deerfield
Special
Situations Fund, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
230,585
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
230,585
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
230,585
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.72%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
SCHEDULE 13D
CUSIP
No.
05366U100
|
Page 4
of 15 Pages
|
1
|
NAME OF REPORTING PERSONS
Deerfield Partners, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
160,143
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
160,143
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
160,143
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.50%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
SCHEDULE 13D
CUSIP
No.
05366U100
|
Page 5
of 15 Pages
|
1
|
NAME OF REPORTING PERSONS
Deerfield International Master Fund, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
111,286
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
111,286
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
111,286
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.35%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
SCHEDULE 13D
CUSIP
No.
05366U100
|
Page 6
of 15 Pages
|
1
|
NAME OF REPORTING PERSONS
Deerfield Private Design Fund III, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
1,343,202
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,343,202
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,343,202
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.21%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
SCHEDULE 13D
CUSIP
No.
05366U100
|
Page 7
of 15 Pages
|
1
|
NAME OF REPORTING PERSONS
Deerfield Management Company, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
1,857,862 (2)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,857,862 (2)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,857,862 (2)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.82%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
(2) Comprised of 230,585 shares held by Deerfield Special Situations
Fund, L.P., 160,143 shares held by Deerfield Partners, L.P., 1,343,202 shares held by Deerfield Private Design Fund III, L.P.,
111,286 shares held by Deerfield International Master Fund, L.P. and 12,646 shares held directly by Deerfield Management Company,
L.P.
SCHEDULE 13D
CUSIP
No.
05366U100
|
Page 8
of 15 Pages
|
1
|
NAME OF REPORTING PERSONS
Deerfield Mgmt III, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
1,343,202 (3)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,343,202 (3)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,343,202 (3)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.21%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
(3) Comprised of 1,343,202 shares held by Deerfield Private Design Fund III, L.P.
SCHEDULE 13D
CUSIP
No.
05366U100
|
Page 9
of 15 Pages
|
1
|
NAME OF REPORTING PERSONS
James E. Flynn
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
1,857,862 (4)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,857,862 (4)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,857,862 (4)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.82%
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
(4) Comprised of 230,585 shares held by Deerfield Special Situations
Fund, L.P., 160,143 shares held by Deerfield Partners, L.P., 1,343,202 shares held by Deerfield Private Design Fund III, L.P.,
111,286 shares held by Deerfield International Master Fund, L.P. and 12,646 shares held by Deerfield Management Company, L.P.
CUSIP
No.
05366U100
|
13D/A
|
Page 10
of 15 Pages
|
This Amendment No. 4 (this “
Amendment
”)
to Schedule 13D amends the Schedule 13D (as previously amended, 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, as amended by Amendment Nos.
1, 2 and 3 to the Schedule 13D filed on February 2, 2017, May 31, 2017 and August 22, 2017. Deerfield Special Situations Fund,
Deerfield Private Design Fund III, Deerfield Partners and Deerfield International Master Fund are collectively referred to herein
as the “
Funds
.”
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:
|
502,014
(comprised of shares held by Deerfield Special Situations Fund, Deerfield Partners and Deerfield International Master Fund)
|
Percentage of shares: 1.57%*
(2)
Deerfield
Management
Number of shares:
|
1,857,862
(comprised of shares held by Deerfield Special Situations Fund, Deerfield Private Design Fund III, Deerfield Partners and Deerfield
International Master Fund, and shares held directly by Deerfield Management)
|
Percentage of shares: 5.82%*
(3)
Deerfield
Special Situations Fund
Number of shares: 230,585
Percentage of shares: 0.72%*
(4)
Deerfield
Private Design Fund III
Number of shares: 1,343,202
Percentage of shares: 4.21%*
CUSIP
No.
05366U100
|
13D/A
|
Page 11
of 15 Pages
|
(5)
Deerfield Partners
Number of Shares: 160,143
Percentage of Shares: 0.50%*
(6)
Deerfield
International Master Fund
Number of Shares: 111,286
Percentage of Shares: 0.35%*
(7)
Deerfield
Mgmt III
Number of shares:
|
1,343,202
(comprised of shares held by Deerfield Private Design Fund III)
|
Percentage of shares: 4.21%*
(8)
Flynn
Number of shares:
|
1,857,862
(comprised of shares held by Deerfield Special Situations Fund, Deerfield Partners, Deerfield International Master Fund, Deerfield
Private Design Fund III, and Deerfield Management)
|
Percentage of shares: 5.82%*
*Percentage beneficial ownership reported herein reflects 31,938,092
shares of Common Stock outstanding, based on 31,925,446 shares of Common Stock outstanding as of August 10, 2017, as reported in
the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017, plus 12,646 shares of Common Stock
held by Deerfield Management, which were issued upon exercise of options held by Jonathan Leff.
(b)
(1)
Deerfield
Mgmt
Sole power to vote or direct the vote:
0
Shared power to vote or direct the vote:
502,014
Sole power to dispose or to direct the
disposition: 0
Shared power to dispose or direct the disposition:
502,014
(2)
Deerfield
Management
Sole power to vote or direct the vote:
0
Shared power to vote or direct the vote:
1,857,862
Sole power to dispose or to direct the
disposition: 0
Shared power to dispose or direct the disposition:
1,857,862
CUSIP
No.
05366U100
|
13D/A
|
Page 12
of 15 Pages
|
(3)
Deerfield
Special Situations Fund
Sole power to vote or direct the vote:
0
Shared power to vote or direct the vote:
230,585
Sole power to dispose or to direct the
disposition: 0
Shared power to dispose or direct the disposition:
230,585
(4)
Deerfield
Private Design Fund III
Sole power to vote or direct the vote:
0
Shared power to vote or direct the vote:
1,343,202
Sole power to dispose or to direct the
disposition: 0
Shared power to dispose or direct the disposition:
1,343,202
(5)
Deerfield
Partners
Sole power to vote or direct the vote:
0
Shared power to vote or direct the vote:
160,143
Sole power to dispose or to direct the
disposition: 0
Shared power to dispose or direct the disposition:
160,143
(6)
Deerfield
International Master Fund
Sole power to vote or direct the vote:
0
Shared power to vote or direct the vote:
111,286
Sole power to dispose or to direct the
disposition: 0
Shared power to dispose or direct the disposition:
111,286
(7)
Deerfield
Mgmt III
Sole power to vote or direct the vote:
0
Shared power to vote or direct the vote:
1,343,202
Sole power to dispose or to direct the
disposition: 0
Shared power to dispose or direct the disposition:
1,343,202
(8)
Flynn
Sole power to vote or direct the vote:
0
Shared power to vote or direct the vote:
1,857,862
Sole power to dispose or to direct the
disposition: 0
Shared power to dispose or direct the disposition:
1,857,862
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.
CUSIP
No.
05366U100
|
13D/A
|
Page 13
of 15 Pages
|
(c) Transactions in the Common Stock effected
by the Reporting Persons since the filing of Amendment No. 3 to the Schedule 13D are set forth on Schedule A to this Amendment.
Except for the Leff Option Exercise (as defined in Schedule A to this Amendment) and the Rebalancing Trade (as defined in Schedule
A to this Amendment), all of the transactions reflected in Schedule A to this Amendment were effected in open market transactions
on the Nasdaq Global Select Market in the ordinary course of the applicable Reporting Person’s business.
CUSIP
No.
05366U100
|
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: September 8, 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
|
CUSIP
No.
05366U100
|
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
|
Schedule A
Reporting Person
|
|
Date
|
|
Number of Shares Sold
|
|
Price per Share
*
|
|
Price Range**
|
Deerfield Special Situations Fund
|
|
8/28/2017
|
|
29,979
|
|
$96.24
|
|
$96.00-$96.98
|
Deerfield Private Design Fund III
|
|
8/28/2017
|
|
22,487
|
|
$96.24
|
|
$96.00-$96.98
|
Deerfield Special Situations Fund
|
|
8/28/2017
|
|
40,070
|
|
$97.57
|
|
$97.00-$97.995
|
Deerfield Private Design Fund III
|
|
8/28/2017
|
|
30,056
|
|
$97.57
|
|
$97.00-$97.995
|
Deerfield Special Situations Fund
|
|
8/28/2017
|
|
13,278
|
|
$98.28
|
|
$98.00-$98.75
|
Deerfield Private Design Fund III
|
|
8/28/2017
|
|
9,959
|
|
$98.28
|
|
$98.00-$98.75
|
Deerfield Special Situations Fund
|
|
8/29/2017
|
|
6,764
|
|
$93.36
|
|
$93.00-$93.71
|
Deerfield Private Design Fund III
|
|
8/29/2017
|
|
5,074
|
|
$93.36
|
|
$93.00-$93.71
|
Deerfield Special Situations Fund
|
|
8/30/2017
|
|
2,573
|
|
$90.92
|
|
$90.90-$90.97
|
Deerfield Private Design Fund III
|
|
8/30/2017
|
|
1,929
|
|
$90.92
|
|
$90.90-$90.97
|
Deerfield Special Situations Fund
|
|
8/30/2017
|
|
6,956
|
|
$92.58
|
|
$92.50 -$ 93.00
|
Deerfield Private Design Fund III
|
|
8/30/2017
|
|
5,218
|
|
$92.58
|
|
$92.50 - $93.00
|
Deerfield Special Situations Fund
|
|
8/31/2017
|
|
6,032
|
|
$91.96
|
|
$91.31 - $92.305
|
Deerfield Private Design Fund III
|
|
8/31/2017
|
|
4,524
|
|
$91.96
|
|
$91.31 - $92.305
|
Deerfield Special Situations Fund
|
|
8/31/2017
|
|
19,855
|
|
$92.71
|
|
$92.32 - $93.29
|
Deerfield Private Design Fund III
|
|
8/31/2017
|
|
14,893
|
|
$92.71
|
|
$92.32 - $93.29
|
Deerfield Special Situations Fund
|
|
8/31/2017
|
|
11,804
|
|
$93.36
|
|
$93.33-$93.395
|
Deerfield Private Design Fund III
|
|
8/31/2017
|
|
8,855
|
|
$93.36
|
|
$93.33-$93.395
|
Deerfield Special Situations Fund
|
|
9/1/2017
|
|
5,686
|
|
$92.90
|
|
$92.61 - $93.13
|
Deerfield Private Design Fund III
|
|
9/1/2017
|
|
4,266
|
|
$92.90
|
|
$92.61 - $93.13
|
Deerfield Special Situations Fund
|
|
9/1/2017
|
|
8,377
|
|
$94.02
|
|
$94.00-$94.50
|
Deerfield Private Design Fund III
|
|
9/1/2017
|
|
6,283
|
|
$94.02
|
|
$94.00-$94.50
|
Deerfield Special Situations Fund
|
|
9/5/2017
|
|
6,140
|
|
$90.52
|
|
$90.03 - $91.02
|
Deerfield Private Design Fund III
|
|
9/5/2017
|
|
4,605
|
|
$90.52
|
|
$90.03 - $91.02
|
Deerfield Special Situations Fund
|
|
9/5/2017
|
|
3,332
|
|
$91.55
|
|
$91.03 - $92.02
|
Deerfield Private Design Fund III
|
|
9/5/2017
|
|
2,499
|
|
$91.55
|
|
$91.03 - $92.02
|
Deerfield Special Situations Fund
|
|
9/5/2017
|
|
1,943
|
|
$92.44
|
|
$92.03 - $92.96
|
Deerfield Private Design Fund III
|
|
9/5/2017
|
|
1,458
|
|
$92.44
|
|
$92.03 - $92.96
|
Deerfield Special Situations Fund
|
|
9/5/2017
|
|
800
|
|
$93.41
|
|
$93.03 - $93.73
|
Deerfield Private Design Fund III
|
|
9/5/2017
|
|
600
|
|
$93.41
|
|
$93.03 - $93.73
|
Deerfield Special Situations Fund
|
|
9/5/2017
|
|
114
|
|
$94.22
|
|
$94.20-$94.27
|
Deerfield Private Design Fund III
|
|
9/5/2017
|
|
86
|
|
$94.22
|
|
$94.20-$94.27
|
Deerfield Special Situations Fund
|
|
9/5/2017
|
|
285
|
|
$91.07
|
|
$90.99-$91.78
|
Deerfield Private Design Fund III
|
|
9/5/2017
|
|
2,318
|
|
$91.07
|
|
$90.99-$91.78
|
Deerfield Special Situations Fund
|
|
9/5/2017
|
|
825
|
|
$92.33
|
|
$92.00-$92.73
|
Deerfield Private Design Fund III
|
|
9/5/2017
|
|
6,710
|
|
$92.33
|
|
$92.00-$92.73
|
Deerfield Special Situations Fund
|
|
9/5/2017
|
|
699
|
|
$93.45
|
|
$93.00-$93.76
|
Deerfield Private Design Fund III
|
|
9/5/2017
|
|
5,688
|
|
$93.45
|
|
$93.00-$93.76
|
Deerfield Special Situations Fund
|
|
9/5/2017
|
|
497
|
|
$94.30 (1)
|
|
(1)
|
Deerfield Private Design Fund III
|
|
9/5/2017
|
|
4,043
|
|
$94.30 (1)
|
|
(1)
|
Deerfield Special Situations Fund
|
|
9/6/2017
|
|
2,819
|
|
$91.51
|
|
$91.00-$91.9675
|
Deerfield Private Design Fund III
|
|
9/6/2017
|
|
22,915
|
|
$91.51
|
|
$91.00-$91.9675
|
Deerfield Special Situations Fund
|
|
9/6/2017
|
|
7,846
|
|
$92.39
|
|
$92.00-$92.915
|
Deerfield Private Design Fund III
|
|
9/6/2017
|
|
63,783
|
|
$92.39
|
|
$92.00-$92.915
|
Deerfield Special Situations Fund
|
|
9/7/2017
|
|
4,283
|
|
$93.35
|
|
$93.00-$93.83
|
Deerfield Private Design Fund III
|
|
9/7/2017
|
|
34,821
|
|
$93.35
|
|
$93.00-$93.83
|
Deerfield Special Situations Fund
|
|
9/8/2017
|
|
2,069
|
|
$92.92
|
|
$92.85-$93.18
|
Deerfield Private Design Fund III
|
|
9/8/2017
|
|
16,818
|
|
$92.92
|
|
$92.85-$93.18
|
*Except as otherwise indicated in footnote (1), each price per
share reported in the “Price per Share” column of this Schedule A is a weighted average price. The Reporting Persons
undertake to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number
of shares sold at each separate price within the ranges set forth in the “Price Range” column of this Schedule A.
**Except as otherwise indicated in footnote (1), the shares
were sold in multiple transactions at prices within the price range indicated.
(1) The shares were sold in multiple transactions at a single
price of $94.30 per share.
In addition to the transactions set forth
in the table above:
|
·
|
on August 28, 2017, Jonathan Leff, a partner of Deerfield Management Company, L.P. and a former
director of the Issuer, exercised in full options to purchase an aggregate of 15,931 shares of Common Stock, on a cashless basis,
for 12,646 shares of Common Stock (based on a $20 per share exercise price, and a closing price of $96.98 per share on the date
of exercise). As previously disclosed, such options were held for the benefit of Deerfield Management Company, L.P., and such shares
were transferred to Deerfield Management Company on September 8, 2017. Such exercise and transfer are referred to in the Schedule
13D as the “Leff Option Exercise.”
|
|
·
|
on September 1, 2017, Deerfield International transferred an aggregate of 40,714 shares of Common
Stock to Deerfield Partner at a price of $93.35 per share in a private transaction in connection with fund rebalancing (the “Rebalancing
Trade”).
|