13G Filing: James E. Flynn and Neos Therapeutics Inc (NEOS)

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Page 2 of 18 – SEC Filing

CUSIP No. 64052L106 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)

(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

1,907,052 (1)

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

1,907,052 (1)

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,907,052 (1)

10.

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

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

6.72%

12.

TYPE OF REPORTING PERSON*

PN

__________________

(1) Comprised of an aggregate of 1,593,411 shares of common stock and 313,641 shares of common stock
underlying convertible notes (based on the lowest conversion price of $7.00, subject to adjustment) 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. The provisions of the convertible notes beneficially owned by the reporting person restrict the conversion
of such securities to the extent that, upon such exercise or conversion, the number of shares then beneficially owned by the holder
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 then outstanding.

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