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Filing Details

Accession Number:: 0001193805-18-000275
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-02-23 16:00:02
Reporting Period:: 2018-02-21

Accepted Time:: 2018-02-23 16:00:02
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1725255	Dfb Healthcare Acquisitions Corp.	DFBH	()	DE

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1009258	Deerfield Management Company, L.p. (Series C)	780 Third Avenue, 37Th Floor New York NY 10017	Yes	No	Yes	Yes
1352546	E James Flynn	780 Third Avenue, 37Th Floor New York NY 10017	Yes	No	Yes	Yes
1680307	Deerfield Private Design Fund Iv, L.p.	780 Third Avenue 37Th Floor New York NY 10017	Yes	No	Yes	Yes
1713467	Deerfield Mgmt Iv, L.p.	780 Third Avenue, 37Th Floor New York NY 10017	Yes	No	Yes	Yes

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2018-02-21	2,500,000	$0.00	2,500,000	No	4	P	Indirect	Through Deerfield Private Design Fund IV, L.P.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	Through Deerfield Private Design Fund IV, L.P.

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Public Warrants	Acquisiton	2018-02-21	833,333	$0.00	833,333	$11.50
Common Stock	Private Placement Warrants	Acquisiton	2018-02-21	4,333,333	$1.50	4,333,333	$11.50

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
833,333			No	4	P	Indirect
4,333,333			No	4	P	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	6,967,500	Indirect	Through Deerfield/RAB Ventures, LLC
Common Stock	30,000	Indirect	Through Deerfield Management Company, L.P.

Footnotes

On February 21, 2018, Deerfield Private Design Fund IV, L.P. ("Deerfield Private Design Fund IV") acquired 2,500,000 Units of the Issuer. Each Unit consists of (i) one share of common stock of the Issuer ("Common Stock") and (ii) one-third of one redeemable warrant (the "Public Warrants"). Each whole Public Warrant entitles the holder to purchase one share of Common Stock. The purchase price per Unit was $10.00.
This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Private Design Fund IV holds a 50% membership interest in Deerfield/RAB Ventures, LLC ("DRV LLC"), and is entitled to appoint one of the two members of DRV LLC's board of managers. Deerfield Mgmt IV, L.P. is the general partner of Deerfield Private Design Fund IV. Deerfield Management Company, L.P. ("Deerfield Management") is the investment manager of Deerfield Private Design Fund IV. James E. Flynn is the sole member of the general partner of each of Deerfield Management and Deerfield Mgmt IV, L.P.
In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by Deerfield Private Design Fund IV, DRV LLC or for the benefit of Deerfield Management is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, 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.
Steven Hochberg, a partner in Deerfield Management Company, serves as a director of the Issuer. The common stock owned by Steven Hochberg and reported herein is held for the benefit, and at the direction, of Deerfield Management.
The Public Warrants may be exercised only during the period commencing on the later of (i) the date that is thirty days after the first date on which the Issuer completes a business combination and (ii) twelve months after the closing of the Issuer's initial public offering on February 21, 2018; provided in each case that the Issuer has an effective registration statement covering the shares of Common Stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Issuer permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement governing the Public Warrants). The Public Warrants are subject to redemption upon the terms provided in the warrant agreement. The warrants expire five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation.
Contemporaneously with the closing of the Issuer's initial public offering, DRV LLC purchased 4,333,333 warrants to purchase Common Stock (the "Private Placement Warrants") in a private placement. The Private Placement Warrants are substantially similar to the Public Warrants, except that if held by the original holder or their permitted assigns, they (i) may be exercised on a cashless basis, (ii) are not subject to redemption and (iii) subject to certain limited exceptions, will be subject to transfer restrictions until 30 days after the completion of the Issuer's initial business combination. If the Private Placement Warrants are held by holders other than the initial purchaser or its permitted transferees, the Private Placement Warrants will be redeemable by the Issuer and exercisable by the holders on the same basis as the Public Warrants. The warrants expire five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation.