Filing Details

Accession Number:
0001193805-15-001046
Form Type:
4
Zero Holdings:
No
Publication Time:
2015-06-25 15:14:12
Reporting Period:
2015-06-23
Filing Date:
2015-06-25
Accepted Time:
2015-06-25 15:14:12
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1626199 Nivalis Therapeutics Inc. NVLS Pharmaceutical Preparations (2834) 208969493
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1009258 Deerfield Management Co 780 Third Avenue, 37Th Floor
New York NY 10017
No No Yes Yes
1010823 L.p. Mgmt Deerfield 780 Third Avenue
37Th Floor
New York NY 10017
No No Yes Yes
1352546 E James Flynn 780 Third Avenue, 37Th Floor
New York NY 10017
No No Yes Yes
1354395 Deerfield Special Situations Fund, L.p. 780 3Rd Avenue
37Th Floor
New York NY 10017
No No Yes Yes
1397526 P L Fund Design Private Deerfield 780 Third Avenue
37Th Floor
New York NY 10017
No No Yes Yes
1407589 Deerfield Private Design International, L.p. 780 Third Avenue, 37Th Floor
New York NY 10017
No No Yes Yes
1483686 Deerfield Private Design International Ii, L.p. Bison Court, P.o. Box 3460
Road Town, Tortola D8 00000
No No Yes Yes
1483687 Deerfield Private Design Fund Ii, L.p. 780 Third Avenue, 37Th Floor
New York NY 10017
No No Yes Yes
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Acquisiton 2015-06-23 696,993 $0.00 886,348 No 4 C Indirect Through Deerfield Special Situations Fund, L.P.
Common Stock Acquisiton 2015-06-23 301,027 $0.00 383,237 No 4 C Indirect Through Deerfield Private Design Fund, L.P.
Common Stock Acquisiton 2015-06-23 484,944 $0.00 617,397 No 4 C Indirect Through Deerfield Private Design International, L.P.
Common Stock Acquisiton 2015-06-23 375,592 $0.00 375,592 No 4 C Indirect Through Deerfield Private Design Fund II, L.P.
Common Stock Acquisiton 2015-06-23 430,399 $0.00 430,399 No 4 C Indirect Through Deerfield Private Design International II, L.P.
Common Stock Acquisiton 2015-06-23 133,597 $0.00 1,019,945 No 4 C Indirect Through Deerfield Special Situations Fund, L.P.
Common Stock Acquisiton 2015-06-23 18,825 $0.00 402,062 No 4 C Indirect Through Deerfield Private Design Fund, L.P.
Common Stock Acquisiton 2015-06-23 29,755 $0.00 647,152 No 4 C Indirect Through Deerfield Private Design International, L.P.
Common Stock Acquisiton 2015-06-23 282,984 $0.00 658,576 No 4 C Indirect Through Deerfield Private Design Fund II, L.P.
Common Stock Acquisiton 2015-06-23 324,278 $0.00 754,677 No 4 C Indirect Through Deerfield Private Design International II, L.P.
Common Stock Acquisiton 2015-06-23 104,795 $14.00 1,124,740 No 4 P Indirect Through Deerfield Special Situations Fund, L.P.
Common Stock Acquisiton 2015-06-23 67,666 $14.00 726,242 No 4 P Indirect Through Deerfield Private Design Fund II, L.P.
Common Stock Acquisiton 2015-06-23 77,539 $14.00 832,216 No 4 P Indirect Through Deerfield Private Design International II, L.P.
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 C Indirect Through Deerfield Special Situations Fund, L.P.
No 4 C Indirect Through Deerfield Private Design Fund, L.P.
No 4 C Indirect Through Deerfield Private Design International, L.P.
No 4 C Indirect Through Deerfield Private Design Fund II, L.P.
No 4 C Indirect Through Deerfield Private Design International II, L.P.
No 4 C Indirect Through Deerfield Special Situations Fund, L.P.
No 4 C Indirect Through Deerfield Private Design Fund, L.P.
No 4 C Indirect Through Deerfield Private Design International, L.P.
No 4 C Indirect Through Deerfield Private Design Fund II, L.P.
No 4 C Indirect Through Deerfield Private Design International II, L.P.
No 4 P Indirect Through Deerfield Special Situations Fund, L.P.
No 4 P Indirect Through Deerfield Private Design Fund II, L.P.
No 4 P Indirect Through Deerfield Private Design International II, L.P.
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Stock Series 1 Preferred Stock Disposition 2015-06-23 2,013,613 $0.00 696,993 $0.00
Common Stock Series 1 Preferred Stock Disposition 2015-06-23 869,667 $0.00 301,027 $0.00
Common Stock Series 1 Preferred Stock Disposition 2015-06-23 1,401,003 $0.00 484,944 $0.00
Common Stock Series 1 Preferred Stock Disposition 2015-06-23 1,085,085 $0.00 375,592 $0.00
Common Stock Series 1 Preferred Stock Disposition 2015-06-23 1,243,423 $0.00 430,399 $0.00
Common Stock Series 2 Preferred Stock Disposition 2015-06-23 385,962 $0.00 133,597 $0.00
Common Stock Series 2 Preferred Stock Disposition 2015-06-23 54,385 $0.00 18,825 $0.00
Common Stock Series 2 Preferred Stock Disposition 2015-06-23 85,962 $0.00 29,755 $0.00
Common Stock Series 2 Preferred Stock Disposition 2015-06-23 817,541 $0.00 282,984 $0.00
Common Stock Series 2 Preferred Stock Disposition 2015-06-23 936,839 $0.00 324,278 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
0 No 4 C Indirect
0 No 4 C Indirect
0 No 4 C Indirect
0 No 4 C Indirect
0 No 4 C Indirect
0 No 4 C Indirect
0 No 4 C Indirect
0 No 4 C Indirect
0 No 4 C Indirect
0 No 4 C Indirect
Footnotes
  1. The Series 1 Preferred Stock and Series 2 Preferred Stock (the "Preferred Stock") were convertible at any time into the Issuer's Common Stock, on the basis of 1 share of Common Stock per 2.889 shares of Preferred Stock, and had no expiration date. The Preferred Stock converted into shares of the Issuer's Common Stock prior to the closing of the Issuer's initial public offering of Common Stock. The amounts in column 5 of Table I are presented as if conversion of Series 1 Preferred Stock occurred immediately prior to conversion of Series 2 Preferred Stock.
  2. This Form 4 is being filed by the following (the "Reporting Persons"): Deerfield Special Situations Fund, L.P., Deerfield Private Design Fund, L.P., Deerfield Private Design International, L.P., Deerfield Private Design Fund II, L.P., Deerfield Private Design International II, L.P. (collectively, the "Funds"), Deerfield Mgmt, L.P., Deerfield Management Company, L.P. and James E. Flynn.
  3. Deerfield Mgmt, L.P. is the general partner, and Deerfield Management Company, L.P. is the investment manager, of the Funds. In accordance with Instruction 4 (b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.