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. 5)*
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
469,389 (1)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
469,389 (1)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
469,389 (1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.47%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
(1) Comprised of 197,960 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
197,960
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
197,960
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
197,960
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.62%
|
|
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
1,077,997
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,077,997
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,077,997
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.37%
|
|
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
1,547,386 (2)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,547,386 (2)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,547,386 (2)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.84%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
(2) Comprised of 197,960 shares held by Deerfield Special Situations
Fund, L.P., 160,143 shares held by Deerfield Partners, L.P., 1,077,997 shares held by Deerfield Private Design Fund III, L.P.
and 111,286 shares held by Deerfield International Master Fund, 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
1,077,997 (3)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,077,997 (3)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,077,997 (3)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.37%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
(3) Comprised of 1,077,997 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
1,547,386 (4)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,547,386 (4)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,547,386 (4)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.84%
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
(4) Comprised of 197,960 shares held by Deerfield Special Situations
Fund, L.P., 160,143 shares held by Deerfield Partners, L.P., 1,077,997 shares held by Deerfield Private Design Fund III, L.P.
and 111,286 shares held by Deerfield International Master Fund, L.P.
CUSIP
No.
05366U100
|
13D/A
|
Page 10
of 15 Pages
|
This Amendment No. 5 (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, 3 and 4 to the Schedule 13D filed on February 2, 2017, May 31, 2017, August 22, 2017 and September 8, 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), (c) and (e) of the Schedule 13D are hereby
amended and restated in their entirety as follows:
(a)
(1)
Deerfield
Mgmt
Number of shares: 469,389
(comprised of shares held by Deerfield Special Situations Fund, Deerfield Partners and Deerfield International Master Fund)
Percentage of shares: 1.47%*
(2)
Deerfield
Management
Number of shares: 1,547,386
(comprised of shares held by Deerfield Special Situations Fund, Deerfield Private Design Fund III, Deerfield Partners and Deerfield
International Master Fund)
Percentage of shares: 4.84%*
(3)
Deerfield
Special Situations Fund
Number of shares: 197,960
Percentage of shares: 0.62%*
(4)
Deerfield
Private Design Fund III
Number of shares: 1,077,997
Percentage of shares: 3.37%*
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: 1,077,997
(comprised of shares held by Deerfield Private Design Fund III)
Percentage of shares: 3.37%*
(8)
Flynn
Number of shares: 1,547,386
(comprised of shares held by Deerfield Special Situations Fund, Deerfield Partners, Deerfield International Master Fund, Deerfield
Private Design Fund III)
Percentage of shares: 4.84%*
*Percentage beneficial ownership reported herein reflects 31,976,418
shares of Common Stock outstanding as of November 8, 2017, as reported in the Company’s Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 2017.
(b)
(1)
Deerfield
Mgmt
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote:
469,389
Sole power to dispose or to direct the disposition:
0
Shared power to dispose or direct the disposition:
469,389
(2)
Deerfield
Management
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote:
1,547,386
Sole power to dispose or to direct the disposition:
0
Shared power to dispose or direct the disposition:
1,547,386
(3)
Deerfield
Special Situations Fund
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote:
197,960
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition:
197,960
CUSIP
No.
05366U100
|
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:
1,077,997
Sole power to dispose or to direct the disposition:
0
Shared power to dispose or direct the disposition:
1,077,997
(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:
1,077,997
Sole power to dispose or to direct the disposition:
0
Shared power to dispose or direct the disposition:
1,077,997
(8)
Flynn
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote:
1,547,386
Sole power to dispose or to direct the disposition:
0
Shared power to dispose or direct the disposition:
1,547,386
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.
(c) Transactions in the Common Stock effected
by the Reporting Persons in the last sixty (60) days are set forth on 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 13
of 15 Pages
|
(e) As of September 15, 2017, the
Reporting Persons ceased to beneficially own more than five percent of the Common Stock.
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: November 13, 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
|
|
9/14/2017
|
|
4,884
|
|
$89.95
|
|
$89.73-$90.58
|
Deerfield Private Design Fund III
|
|
9/14/2017
|
|
39,695
|
|
$89.95
|
|
$89.73-$90.58
|
Deerfield Special Situations Fund
|
|
9/14/2017
|
|
1,100
|
|
$91.31
|
|
$90.76-$91.65
|
Deerfield Private Design Fund III
|
|
9/14/2017
|
|
8,945
|
|
$91.31
|
|
$90.76-$91.65
|
Deerfield Special Situations Fund
|
|
9/15/2017
|
|
9,322
|
|
$88.01
|
|
$87.99-$88.37
|
Deerfield Private Design Fund III
|
|
9/15/2017
|
|
75,775
|
|
$88.01
|
|
$87.99-$88.37
|
Deerfield Special Situations Fund
|
|
9/15/2017
|
|
3,707
|
|
$89.01
|
|
$89.00-$89.37
|
Deerfield Private Design Fund III
|
|
9/15/2017
|
|
30,133
|
|
$89.01
|
|
$89.00-$89.37
|
Deerfield Special Situations Fund
|
|
9/15/2017
|
|
99
|
|
$90.05
|
|
$90.00-$90.07
|
Deerfield Private Design Fund III
|
|
9/15/2017
|
|
801
|
|
$90.05
|
|
$90.00-$90.07
|
* 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.
** The shares were sold in multiple transactions at prices
within the price range indicated.