13G Filing: Flynn James E and Xenoport Inc (XNPT)

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Page 2 of 14 SEC Filing

CUSIP No.
98411C100
13G
Page 2 of 9 Pages
1.
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Deerfield Mgmt, L.P.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
  (a) o
  (b) ý
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF

SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
 
0
6.
SHARED VOTING POWER
 
6,667,391 (1)
7.
SOLE DISPOSITIVE POWER
 
0
8.
SHARED DISPOSITIVE POWER
 
6,667,391 (1)
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,667,391 (1)
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
10.55%
12.
TYPE OF REPORTING PERSON*
 
PN
__________________
(1) Comprised of common stock held by Deerfield Special Situations Fund, L.P., of which Deerfield Mgmt, L.P. is the general partner.

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