13G Filing: James E. Flynn and Mannkind Corp (MNKD)

Page 2 of 13 – SEC Filing

CUSIP No. 56400P706 13G Page 2
of 10 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)

(b) ☒

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

5,217,391 (1)

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

5,217,391 (1)

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,217,391 (1)

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

5.17% (2)

12.

TYPE OF REPORTING PERSON*

PN

(1) Comprised of shares of common stock held by Deerfield Private
Design Fund II, L.P. and Deerfield Private Design International II, L.P., of which Deerfield Mgmt, L.P. is the general partner.

(2) The percentage of outstanding common stock beneficially owned reflects 100,993,637 shares of common
stock outstanding, based on 95,776,246 shares of common stock outstanding as of March 27, 2017, as set forth in the Issuer’s
Definitive Proxy Statement filed with the Securities and Exchange Commission on April 7, 2017, and giving effect to the issuance
of the 5,217,319 shares of common stock reported herein as of April 19, 2017.

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