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13D Filing: James E. Flynn and Proteon Therapeutics Inc (PRTO)

Proteon Therapeutics Inc (NASDAQ:PRTO): James E. Flynn’s Deerfield Management filed an amended 13D.

You can check out Deerfield Management’s latest holdings and filings here.

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James E. Flynn
James E. Flynn
Deerfield Management

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Deerfield Special Situations Fund 0 149,676 0 149,676 149,676 0.85%
Deerfield Partners 0 197,424 0 197,424 197,424 1.12%
Deerfield International Master Fund 0 0 0 0 0 0.00%
Deerfield Private Design Fund III 0 877,799 0 877,799 877,799 4.98%
Deerfield Private Design Fund IV 0 16,082,018 0 16,082,018 16,082,018 9.985%
Deerfield Mgmt 0 347,100 0 347,100 347,100 1.97%
Deerfield Mgmt III 0 877,799 0 877,799 877,799 4.98%
Deerfield Mgmt IV 0 16,082,018 0 16,082,018 16,082,018 9.985%
Deerfield Management Company 0 17,306,917 0 17,306,917 17,306,917 9.985%
James E. Flynn 0 17,306,917 0 17,306,917 17,306,917 9.985%

Page 1 of 17 – SEC Filing

SECURITIES
AND EXCHANGE COMMISSION 

Washington,
D.C. 20549

SCHEDULE
13D

[Rule 13d-101]

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. 3)*

Proteon
Therapeutics, Inc.

(Name
of Issuer)

Common
Stock

(Title
of Class of Securities)

74371L109

(CUSIP
Number)

David Clark

Elliot Press

Deerfield Mgmt, L.P.

780 Third Avenue, 37th
Floor

New York, New York 10017

(212) 551-1600

With a copy to:

Mark D. Wood, Esq.

Jonathan D. Weiner, Esq.

Katten Muchin Rosenman LLP

575 Madison Avenue

New York, New York 10022

(212) 940-8800

(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November
30, 2017

(Date
of Event which Requires Filing of this Statement)

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 ☐.

Note: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7
for other parties to whom copies are to be sent.

(Continued on following
pages)

(Page 1 of 17 Pages)

* 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).

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Page 2 of 17 – SEC Filing

SCHEDULE 13D

Cusip No.
74371L109
Page
2 of 17 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

149,676

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

149,676

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

149,676

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.85%

14

TYPE OF REPORTING PERSON

PN

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Page 3 of 17 – SEC Filing

SCHEDULE 13D

Cusip No.
74371L109
Page
3 of 17 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

197,424

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

197,424

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

197,424

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.12%

14

TYPE OF REPORTING PERSON

PN

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Page 4 of 17 – SEC Filing

SCHEDULE 13D

Cusip No.
74371L109
Page
4 of 17 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

0

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.00%

14

TYPE OF REPORTING PERSON

PN

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Page 5 of 17 – SEC Filing

SCHEDULE 13D

Cusip No.
74371L109
Page
5 of 17 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

877,799

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

877,799

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

877,799

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.98%

14

TYPE OF REPORTING PERSON

PN

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Page 6 of 17 – SEC Filing

SCHEDULE 13D

Cusip No.
74371L109
Page
6 of 17 Pages
1

NAME OF REPORTING PERSONS

Deerfield Private Design Fund IV, 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

16,082,018 (1)(2)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

16,082,018 (1)(2)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

16,082,018 (1)(2)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.985% (2)

14

TYPE OF REPORTING PERSON

PN

(1) Comprised of shares of common stock issuable upon conversion
of shares of the Issuer’s Series A Convertible Preferred Stock (“Series A Convertible Preferred Stock”).

(2) The provisions of the Series A Convertible Preferred Stock
beneficially owned by the reporting person restrict the conversion of such securities to the extent that, upon such conversion,
the number of shares of the Issuer’s common stock then beneficially owned by the holder and its affiliates and any other
person or entities with which such holder would constitute a Section 13(d) “group” would exceed 9.985% of the total
number of shares of the Issuer’s common stock then outstanding (the “Ownership Cap”). Accordingly, notwithstanding
the number of shares reported, the reporting person disclaims beneficial ownership of the shares of common stock issuable upon
conversion of such preferred stock to the extent that upon such conversion the number of shares beneficially owned by all reporting
persons hereunder, in the aggregate, would exceed the Ownership Cap.

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Page 7 of 17 – SEC Filing

SCHEDULE 13D

Cusip No.
74371L109
Page
7 of 17 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

347,100 (3)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

347,100 (3)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

347,100 (3)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.97%

14

TYPE OF REPORTING PERSON

PN

(3) Comprised of shares of common stock held by Deerfield Special
Situations Fund, L.P. and Deerfield Partners, L.P., of which Deerfield Mgmt, L.P. is the general partner.

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Page 8 of 17 – SEC Filing

SCHEDULE 13D

Cusip No.
74371L109
Page
8 of 17 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

877,799 (4)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

877,799 (4)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

877,799 (4)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.98%

14

TYPE OF REPORTING PERSON

PN

(4) Comprised of shares of Common Stock held by Deerfield Private
Design Fund III, L.P., of which Deerfield Mgmt III, L.P. is the general partner.

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Page 9 of 17 – SEC Filing

SCHEDULE 13D

Cusip No.
74371L109
Page
9 of 17 Pages
1

NAME OF REPORTING PERSONS

Deerfield Mgmt IV, 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

16,082,018 (5)(6)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

16,082,018 (5)(6)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

16,082,018 (5)(6)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.985% (6)

14

TYPE OF REPORTING PERSON

PN

(5) Comprised of shares of common stock issuable upon conversion
of shares of the Issuer’s Series A Convertible Preferred Stock held by Deerfield Private Design Fund IV, L.P., of which Deerfield
Mgmt IV, L.P. is the general partner.

(6) See footnote 2.

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Page 10 of 17 – SEC Filing

SCHEDULE 13D

Cusip No.
74371L109
Page
10 of 17 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

17,306,917 (7)(8)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

17,306,917 (7)(8)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

17,306,917 (7)(8)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.985% (8)

14

TYPE OF REPORTING PERSON

PN

(7) Comprised of (i) an aggregate of 1,224,899 shares of common
stock held by Deerfield Private Design Fund III, L.P., Deerfield Special Situations Fund, L.P. and Deerfield Partners, L.P., and
(ii) 16,082,018 shares of common stock issuable upon conversion of shares of the Issuer’s Series A Convertible Preferred
Stock held by Deerfield Private Design Fund IV, L.P. Deerfield Management Company, L.P. is the investment manager of Deerfield
Private Design Fund III, L.P., Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P., Deerfield International Master
Fund, L.P. and Deerfield Private Design Fund IV, L.P.

(8) See footnote 2.

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Page 11 of 17 – SEC Filing

SCHEDULE 13D

Cusip No.
74371L109
Page
11 of 17 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

 

 

 NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

17,306,917 (9)(10)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

17,306,917 (9)(10)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

17,306,917 (9)(10)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.985% (10)

14

TYPE OF REPORTING PERSON

 IN

(9) Comprised of (i) an aggregate of 1,224,899 shares of common
stock held by Deerfield Private Design Fund III, L.P., Deerfield Special Situations Fund, L.P. and Deerfield Partners, L.P., and
(ii) 16,082,018 shares of common stock issuable upon conversion of shares of the Issuer’s Series A Convertible Preferred
Stock held by Deerfield Private Design Fund IV, L.P. James E. Flynn is the sole member of the general partner of each of Deerfield
Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P. and Deerfield Management Company, L.P. Deerfield Management Company,
L.P. is the investment manager of Deerfield Special Situations Fund, L.P., Deerfield Private Design Fund III, L.P., Deerfield Private
Design Fund IV, L.P., Deerfield Partners, L.P. and Deerfield International Master Fund, L.P. Deerfield Mgmt III, L.P is the general
partner of Deerfield Private Design Fund III, L.P. Deerfield Mgmt IV, L.P. is the general partner of Deerfield Private Design Fund
IV, L.P. Deerfield Mgmt, L.P. is the general partner of each of Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P.
and Deerfield International Master Fund, L.P.

(10) See footnote 2.

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Page 12 of 17 – SEC Filing

Page 12 of 17

This Amendment No. 3 (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 Management Company, L.P. (“Deerfield Management”),
(iii) Deerfield Mgmt III, L.P. (“Deerfield Mgmt III”), (iv) Deerfield Special Situations Fund, L.P. (“Deerfield
Special Situations Fund
”), (v) Deerfield Partners, L.P. (“Deerfield Partners”), (vi) Deerfield International
Master Fund, L.P. (“Deerfield International Master Fund”), (vii) Deerfield Private Design Fund III, L.P. (“Deerfield
Private Design Fund III
”), (viii) Deerfield Private Design Fund IV, L.P. (“Deerfield Private Design Fund IV”),
(ix) Deerfield Mgmt, L.P. (“Deerfield Mgmt IV”) and (x) James E. Flynn (“Flynn” and, collectively
with Deerfield Mgmt, Deerfield Management, Deerfield Mgmt III, Deerfield Special Situations Fund, Deerfield Partners, Deerfield
International Master Fund, Deerfield Private Design Fund III, Deerfield Private Design Fund IV and Deerfield Mgmt IV, the “Reporting
Persons
”), with respect to the securities of Proteon Therapeutics, Inc., as amended by Amendment Nos. 1 and 2 to the
Schedule 13D filed on August 4, 2017 and August 22, 2017. Deerfield Special Situations Fund, Deerfield Partners, Deerfield International
Master Fund, Deerfield Private Design Fund III and Deerfield Private Design Fund IV 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 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby
amended by adding the following:

On December 1, 2017, Deerfield Partners
purchased from Deerfield International Master Fund 110,557 shares of Common Stock in a private transaction for an aggregate purchase
price of $193,474.75. Deerfield Partners utilized cash on hand to fund the purchase price for such shares.

Item 5. Interests in Securities of the Issuer

Items 5(a), (b) (c) and (e) of the Schedule
13D are hereby amended and restated as follows
:

(a)

(1) Deerfield Management

Number of shares: 17,306,917

Percentage of shares: 9.985%*

(2) Deerfield Mgmt

Number of shares: 347,100

Percentage of shares: 1.97%*

(3) Deerfield Mgmt III

Number of
Shares: 877,799

Percentage
of Shares: 4.98%*

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Page 13 of 17 – SEC Filing

Page 13 of 17

(4) Deerfield Partners

Number of shares: 197,424

Percentage of shares: 1.12%*

(5) Deerfield Special Situations
Fund

Number of shares: 149,676

Percentage of shares: 0.85%*

(6) Deerfield International Master
Fund

Number of
Shares: 0

Percentage
of Shares: 0.00%

(7) Deerfield Private Design
Fund III

Number of
Shares: 877,799

Percentage
of Shares: 4.98%*

(8) Deerfield Private Design
Fund IV

Number of
Shares: 16,082,018

Percentage
of Shares: 9.985%*

(9) Deerfield Mgmt IV

Number of
Shares: 16,082,018

Percentage
of Shares: 9.985%*

(10) Flynn

Number of shares: 17,306,917

Percentage of shares: 9.985%*

*Percentage beneficial ownership reported
herein reflects 17,619,418 shares of Common Stock outstanding as of October 31, 2017, as reported in the Company’s Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 2017.

(b)

(1) Deerfield Management

Sole power to vote or direct the
vote: 0

Shared power to vote or direct
the vote: 17,306,917

Sole power to dispose or to direct
the disposition: 0

Shared power to dispose or direct
the disposition: 17,306,917

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Page 14 of 17 – SEC Filing

Page 14 of 17

(2) Deerfield Mgmt

Sole power to vote or direct the
vote: 0

Shared power to vote or direct
the vote: 347,100

Sole power to dispose or to direct
the disposition: 0

Shared power to dispose or direct
the disposition: 347,100

(3) Deerfield Mgmt III

Sole power to vote or direct the
vote: 0

Shared power to vote or direct
the vote: 877,799

Sole power to dispose or to direct
the disposition: 0

Shared power to dispose or direct
the disposition: 877,799

(4) Deerfield Partners

Sole power to vote or direct the
vote: 0

Shared power to vote or direct
the vote: 197,424

Sole power to dispose or to direct
the disposition: 0

Shared power to dispose or direct
the disposition: 197,424

(5) Deerfield Special Situations
Fund

Sole power to vote or direct the
vote: 0

Shared power to vote or direct
the vote: 149,676

Sole power to dispose or to direct
the disposition: 0

Shared power to dispose or direct
the disposition: 149,676

(6) Deerfield International Master
Fund

Sole power to vote or direct the
vote: 0

Shared power to vote or direct
the vote: 0

Sole power to dispose or to direct
the disposition: 0

Shared power to dispose or direct
the disposition: 0

(7) Deerfield Private Design
Fund III

Sole power to vote or direct the
vote: 0

Shared power to vote or direct
the vote: 877,799

Sole power to dispose or to direct
the disposition: 0

Shared power
to dispose or direct the disposition: 877,799

(8) Deerfield Private Design
Fund IV

Sole power to vote or direct the
vote: 0

Shared power to vote or direct
the vote: 16,082,018

Sole power to dispose or to direct
the disposition: 0

Shared power
to dispose or direct the disposition: 16,082,018

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Page 15 of 17 – SEC Filing

Page 15 of 17

(9) Deerfield Mgmt IV

Sole power to vote or direct the
vote: 0

Shared power to vote or direct
the vote: 16,082,018

Sole power to dispose or to direct
the disposition: 0

Shared power to dispose or direct
the disposition: 16,082,018

(10) Flynn

Sole power to vote or direct the
vote: 0

Shared power to vote or direct
the vote: 17,306,917

Sole power to dispose or to direct
the disposition: 0

Shared power to dispose or direct
the disposition: 17,306,917

Flynn is the sole member of the general partner of each of Deerfield
Mgmt, Deerfield Mgmt III, Deerfield Mgmt IV and Deerfield Management.  Deerfield Mgmt is the general partner of Deerfield
Special Situations Fund, Deerfield Partners and Deerfield International Master Fund. Deerfield Mgmt III is the general partner
of Deerfield Private Design Fund III. Deerfield Mgmt IV is the general partner of Deerfield Private Design Fund IV. Deerfield Management
is the investment manager of each of Deerfield Special Situations Fund, Deerfield Private Design Fund III, Deerfield Partners,
Deerfield International Master Fund and Deerfield Private Design Fund IV.

(c) On November 30, 2017, Deerfield International Master Fund
transferred an aggregate of 110,557 shares of Common Stock to Deerfield Partners at a price of $1.75 per share in a private transaction.

(e) On November 30, 2017, Deerfield International Master Fund
ceased to beneficially own more than five percent of the outstanding Common Stock.

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Page 16 of 17 – SEC Filing

Page 16 of 17

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: December 4, 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
MGMT IV, L.P.

By: J.E. Flynn Capital IV, LLC, General Partner

By:
/s/ Jonathan Isler

Name: Jonathan Isler

Title: Attorney-in-Fact

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
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

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Page 17 of 17 – SEC Filing

Page
17 of 17

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
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

DEERFIELD
PRIVATE DESIGN FUND IV, L.P.

By:
Deerfield Mgmt IV, L.P., General Partner

By: J.E. Flynn Capital IV, 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

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