13G Filing: James E. Flynn and Audentes Therapeutics Inc (BOLD)

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 Mgmt 0 1,214,423 0 1,214,423 1,214,423 4.38%
Deerfield Mgmt III 0 889,230 0 889,230 889,230 3.21%
Deerfield Management Company 0 2,103,653 0 2,103,653 2,103,653 7.59%
Deerfield Special Situations Fund 0 514,423 0 514,423 514,423 1.86%
Deerfield Partners 0 308,000 0 308,000 308,000 1.11%
Deerfield International Master Fund 0 392,000 0 392,000 392,000 1.41%
Deerfield Private Design Fund III 0 889,230 0 889,230 889,230 3.21%
James E. Flynn 0 2,103,653 0 2,103,653 2,103,653 7.59%

Page 1 of 18 – SEC Filing

 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 2) *
Audentes Therapeutics, Inc.

(Name of Issuer)
Common Stock, par value $0.00001 per share

(Title of Class of Securities)
05070R104

(CUSIP Number)
April
24, 2017

(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
          o Rule 13d-1(b)
          x Rule 13d-1(c)
          o Rule 13d-1(d)
(Page 1 of 15 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 the disclosures provided in a prior cover page.

The information required in 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 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 18 – SEC Filing

CUSIP No.
05070R104
13G
Page 2 of 15
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
 
1,214,423 (1)
7.
SOLE DISPOSITIVE POWER
 
0
8.
SHARED DISPOSITIVE POWER
 
1,214,423 (1)
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,214,423 (1)
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
4.38%
12.
TYPE OF REPORTING PERSON*
 
PN
__________________

(1)
Comprised of Common Stock held by Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P. and Deerfield International
Master Fund, L.P., of which Deerfield Mgmt, L.P. is the general partner.

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Page 3 of 18 – SEC Filing

CUSIP No.
05070R104
13G
Page 3 of 15 
1.
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Mgmt III, 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
 
889,230 (2)
7.
SOLE DISPOSITIVE POWER
 
0
8.
SHARED DISPOSITIVE POWER
 
889,230 (2)
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
889,230 (2)
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
3.21%
12.
TYPE OF REPORTING PERSON*
 
PN
__________________

(2) Comprised 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 4 of 18 – SEC Filing

CUSIP No.
05070R104
13G
Page 4 of 15
1.
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Management Company,
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
 
2,103,653 (3)
7.
SOLE DISPOSITIVE POWER
 
0
8.
SHARED DISPOSITIVE POWER
 
2,103,653 (3)
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,103,653 (3)
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
7.59%
12.
TYPE OF REPORTING PERSON*
 
PN
_________________
(3)
Comprised of Common Stock held by Deerfield Private Design Fund III, L.P., Deerfield Special Situations Fund, L.P.,
Deerfield Partners, L.P. and Deerfield International Master Fund, L.P., of which Deerfield Management Company, L.P. is the
investment advisor.

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Page 5 of 18 – SEC Filing

CUSIP No.
05070R104
13G
Page 5 of 15
1.
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Special Situations Fund,
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
 
514,423
7.
SOLE DISPOSITIVE POWER
 
0
8.
SHARED DISPOSITIVE POWER
 
514,423
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
514,423
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
1.86%
12.
TYPE OF REPORTING PERSON*
 
PN

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Page 6 of 18 – SEC Filing

CUSIP No.
05070R104
13G
Page 6 of 15
1.
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Partners, 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
 
308,000
7.
SOLE DISPOSITIVE POWER
 
0
8.
SHARED DISPOSITIVE POWER
 
308,000
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
308,000
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
1.11%
12.
TYPE OF REPORTING PERSON*
 
PN

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Page 7 of 18 – SEC Filing

CUSIP No.
05070R104
13G
Page 7 of
15
1.
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield International Master Fund, 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
British Virgin Islands


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
 
0
6.
SHARED VOTING POWER
 
392,000
7.
SOLE DISPOSITIVE POWER
 
0
8.
SHARED DISPOSITIVE POWER
 
392,000
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
392,000
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
1.41%
12.
TYPE OF REPORTING PERSON*
 
PN

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Page 8 of 18 – SEC Filing

CUSIP No.
05070R104
13G
Page 8 of 15
1.
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Private Design Fund
III, 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
 
889,230
7.
SOLE DISPOSITIVE POWER
 
0
8.
SHARED DISPOSITIVE POWER
 
889,230
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
889,230
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
3.21%
12.
TYPE OF REPORTING PERSON*
 
PN

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Page 9 of 18 – SEC Filing

CUSIP No.
05070R104
13G
Page 9 of 15 
1.
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
James E. Flynn
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
United States


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
 
0
6.
SHARED VOTING POWER
 
2,103,653 (4)
7.
SOLE DISPOSITIVE POWER
 
0
8.
SHARED DISPOSITIVE POWER
 
2,103,653 (4)
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,103,653 (4)
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
7.59%
12.
TYPE OF REPORTING PERSON*
 
IN
 
__________________
(4) Comprised of Common Stock
held by Deerfield Private Design Fund III, L.P., Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P. and Deerfield
International Master Fund, L.P.
 
 
 
 

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Page 10 of 18 – SEC Filing

CUSIP No.
05070R104
13G
Page 10 of 15 

The sole purpose of this Amendment No.
2 to Schedule 13G is to reflect the addition of Deerfield Partners, L.P. and Deerfield International Master Fund, L.P. as reporting
persons.

Item 1(a). Name of Issuer:

Audentes Therapeutics, Inc.

Item 1(b). Address of Issuer’s Principal Executive Offices:

600 California Street, 17th Floor
San Francisco, CA 94108

Item 2(a). Name of Person Filing:

James E. Flynn, Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Management Company, L.P., Deerfield Special Situations
Fund, L.P., Deerfield Partners, L.P., Deerfield International Master Fund, L.P. and Deerfield Private Design Fund III, L.P.

Item 2(b). Address of Principal Business Office, or if None, Residence:

James E. Flynn, Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Management Company, L.P., Deerfield Special Situations
Fund, L.P., Deerfield Partners, L.P., Deerfield International Master Fund, L.P. and Deerfield Private Design Fund III, L.P.,
780 Third Avenue, 37th Floor, New York, NY 10017

Item 2(c). Citizenship:

Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Management Company, L.P., Deerfield Private Design Fund III, L.P.
and Deerfield Special Situations Fund, L.P. and Deerfield Partners, L.P. – Delaware limited partnerships;

Deerfield International
Master Fund, L.P. – British Virgin Islands limited partnership;

James E. Flynn – United States citizen

Item 2(d). Title of Class of Securities:
Common Stock, par value $0.00001 per share
Item 2(e). CUSIP Number:
05070R104
Item 3.

If This Statement is Filed Pursuant to
Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

(a)

Broker or dealer registered under Section 15 of the
Exchange Act.

(b) Bank as defined in Section 3(a)(6) of the Exchange Act.
(c)

Insurance company as defined in Section 3(a)(19) of
the Exchange Act.

(d)

Investment company registered under Section 8 of the
Investment Company Act.

(e) An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

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Page 11 of 18 – SEC Filing

CUSIP No. 05070R104 13G Page 11 of
15
(f)

An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);

(h)

A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act;

(i)

A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of the Investment Company Act;

(j) A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
(k) Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance
with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: _________________

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount beneficially owned**:

Deerfield
Mgmt, L.P. – 1,214,423 shares

Deerfield Mgmt III, L.P. – 889,230 shares

Deerfield Management Company, L.P. –
2,103,653 shares

Deerfield Special Situations Fund, L.P. – 514,423 shares

Deerfield Partners, L.P. – 308,000 shares

Deerfield International Master Fund, L.P. – 392,000 shares

Deerfield Private Design Fund III, L.P. – 889,230 shares

James E. Flynn – 2,103,653 shares

(b) Percent of class**:

Deerfield
Mgmt, L.P. – 4.38%

Deerfield Mgmt III, L.P. – 3.21%

Deerfield Management Company, L.P. – 7.59%

Deerfield Special
Situations Fund, L.P. – 1.86%

Deerfield Partners, L.P. – 1.11%

Deerfield International Master Fund, L.P. – 1.41%

Deerfield Private Design Fund III, L.P. – 3.21%

James E. Flynn – 7.59%

(c) Number of shares as to which such person has**:
(i) Sole power to vote or to direct the vote: All Reporting Persons 0
(ii) Shared power to vote or to direct the vote:

Deerfield Mgmt, L.P. – 1,214,423

Deerfield Mgmt III, L.P.
– 889,230

Deerfield Management Company, L.P. – 2,103,653

Deerfield Special Situations Fund, L.P. – 514,423

Deerfield Partners,
L.P. – 308,000

Deerfield International Master Fund, L.P. – 392,000

Deerfield Private Design Fund III, L.P. –
889,230

James E. Flynn – 2,103,653

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Page 12 of 18 – SEC Filing

CUSIP No. 05070R104 13G Page 12 of
15
(iii)

Sole power to dispose or to direct the disposition of

All Reporting Persons – 0
(iv)

Shared power to dispose or to direct the disposition
of

Deerfield Mgmt, L.P. – 1,214,423

Deerfield Mgmt III, L.P.
– 889,230

Deerfield Management Company, L.P. – 2,103,653

Deerfield Special Situations Fund, L.P. – 514,423

Deerfield Partners,
L.P. – 308,000

Deerfield International Master Fund, L.P. – 392,000

Deerfield Private Design Fund III, L.P. –
889,230

James E. Flynn – 2,103,653

**See footnotes on cover pages which are incorporated by reference herein.

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities check the following ☐.

Item 6. Ownership of More Than Five Percent on Behalf of Another Person.

If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest
relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or
endowment fund is not required.

N/A
Item 7.

Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under
Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.

N/A
Item 8. Identification and Classification of Members of the Group.

If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit
stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to
ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the identity of each member of the group.

See Exhibit B
Item 9. Notice of Dissolution of Group.

Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings
with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual
capacity. See Item 5.

N/A

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Page 13 of 18 – SEC Filing

CUSIP No. 05070R104 13G Page 13 of
15
Item 10. Certifications.

“By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect,
other than activities solely in connection with a nomination under §240.14a–11.”

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Page 14 of 18 – SEC Filing

CUSIP No. 05070R104 13G Page 14 of
15

SIGNATURE

After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

DEERFIELD MGMT, L.P.

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

By: /s/ Jonathan Isler

      Jonathan Isler, Attorney-In-Fact

DEERFIELD MANAGEMENT COMPANY, L.P.

By: Flynn Management LLC, General Partner

By: /s/ Jonathan Isler

      Jonathan Isler, Attorney-In-Fact

DEERFIELD MGMT III, L.P.

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

By: /s/ Jonathan Isler

      Jonathan Isler, 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

      Jonathan Isler, 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

      Jonathan Isler, 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

      Jonathan Isler, 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

      Jonathan Isler, Attorney-In-Fact

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Page 15 of 18 – SEC Filing

CUSIP No. 05070R104 13G Page 15 of
15

JAMES E. FLYNN

/s/ Jonathan Isler

Jonathan Isler, Attorney-In-Fact

Date: April 25, 2017

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Page 16 of 18 – SEC Filing

Exhibit List

Exhibit A. Joint Filing Agreement.

Exhibit B. Item 8 Statement.

Exhibit C. Power of Attorney (1).

(1) Power of Attorney previously filed as Exhibit 24 to a Form
3 with regard to Editas Medicine, Inc. filed with the Securities and Exchange Commission on February 2, 2016 by Deerfield Mgmt
III, L.P., Deerfield Management Company, L.P., Deerfield Healthcare Innovations Fund, L.P., Deerfield Mgmt HIF, L.P., Deerfield
Private Design Fund III, L.P. and James E. Flynn.

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Page 17 of 18 – SEC Filing

Exhibit A

Joint Filing Agreement

The undersigned agree that this
Schedule 13G, and all amendments thereto, relating to the Common Stock, par value $0.00001 of
Audentes Therapeutics, Inc.
shall be filed on behalf of the undersigned.

DEERFIELD MGMT, L.P.

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

By: /s/ Jonathan Isler

      Jonathan Isler, Attorney-In-Fact

DEERFIELD MANAGEMENT COMPANY, L.P.

By: Flynn Management LLC, General Partner

By: /s/ Jonathan Isler

      Jonathan Isler, Attorney-In-Fact

DEERFIELD MGMT III, L.P.

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

By: /s/ Jonathan Isler

      Jonathan Isler, 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

      Jonathan Isler, 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

      Jonathan Isler, 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

      Jonathan Isler, 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

      Jonathan Isler, Attorney-In-Fact

JAMES E. FLYNN

/s/ Jonathan Isler

Jonathan Isler, Attorney-In-Fact

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Page 18 of 18 – SEC Filing

Exhibit B

Due to the relationships between them, the
reporting persons hereunder may be deemed to constitute a “group” with one another for purposes of Section 13(d)(3)
of the Securities Exchange Act of 1934.

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