o
|
Rule 13d-1(b)
|
x
|
Rule 13d-1(c)
|
o
|
Rule 13d-1(d)
|
CUSIP No.
|
15130J109
|
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) o
(b) x
|
|
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
309,655 (1)
|
||
7.
|
SOLE DISPOSITIVE POWER
0
|
||
8.
|
SHARED DISPOSITIVE POWER
309,655 (1)
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
309,655 (1)
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.93%
|
||
12.
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No.
|
15130J109
|
13G
|
Page 3 of 10 Pages
|
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) x
|
|
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
309,655 (2)
|
||
7.
|
SOLE DISPOSITIVE POWER
0
|
||
8.
|
SHARED DISPOSITIVE POWER
309,655 (2)
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
309,655 (2)
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.93%
|
||
12.
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No.
|
15130J109
|
13G
|
Page 4 of 10 Pages
|
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) x
|
|
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
169,997
|
||
7.
|
SOLE DISPOSITIVE POWER
0
|
||
8.
|
SHARED DISPOSITIVE POWER
169,997
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
169,997
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.51%
|
||
12.
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No.
|
15130J109
|
13G
|
Page 5 of 10 Pages
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Special Situations International Master Fund, L.P.
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) x
|
|
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
139,658
|
||
7.
|
SOLE DISPOSITIVE POWER
0
|
||
8.
|
SHARED DISPOSITIVE POWER
139,658
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
139,658
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.42%
|
||
12.
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No.
|
15130J109
|
13G
|
Page 6 of 10 Pages
|
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) x
|
|
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
309,655 (3)
|
||
7.
|
SOLE DISPOSITIVE POWER
0
|
||
8.
|
SHARED DISPOSITIVE POWER
309,655 (3)
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
309,655 (3)
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.93%
|
||
12.
|
TYPE OF REPORTING PERSON*
IN
|
CUSIP No.
|
15130J109
|
13G
|
Page 7 of 10 Pages
|
Item 1(a). | Name of Issuer: | |
Cempra, Inc.
|
||
Item 1(b). | Address of Issuer's Principal Executive Offices: | |
6340 Quadrangle Drive, Suite 200, Chapel Hill, NC 27517
|
||
Item 2(a). | Name of Person Filing: | |
James E. Flynn, Deerfield Mgmt, L.P., Deerfield Management Company, L.P., Deerfield Special Situations Fund, L.P., Deerfield Special Situations International Master Fund, L.P.
|
||
Item 2(b). | Address of Principal Business Office, or if None, Residence: | |
780 Third Avenue, 37th Floor, New York, NY 10017
|
||
Item 2(c). | Citizenship: | |
Deerfield Mgmt, L.P., Deerfield Management Company, L.P., Deerfield Special Situations Fund, L.P. - Delaware limited partnerships
Deerfield Special Situations 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
|
||
Item 2(e). | CUSIP Number: | |
15130J109
|
||
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) | o |
Broker or dealer registered under Section 15 of the Exchange Act.
|
|
(b) | o |
Bank as defined in Section 3(a)(6) of the Exchange Act
|
|
(c) | o |
Insurance company as defined in Section 3(a)(19) of the Exchange Act.
|
|
(d) | o |
Investment company registered under Section 8 of the Investment Company Act.
|
|
(e) | o |
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
|
(f) | o |
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
|
(g) | o |
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
|
(h) | o |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
|
(i) | o |
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
|
CUSIP No.
|
15130J109
|
13G
|
Page 8 of 10 Pages
|
(j) | o |
A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
|
|
(k) | o |
Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
|
Item 4. | Ownership. |
(a) |
Amount beneficially owned**:
|
||
Deerfield Mgmt, L.P. – 309,655 shares
Deerfield Management Company, L.P. – 309,655 shares
Deerfield Special Situations Fund, L.P. – 169,997 shares
Deerfield Special Situations International Master Fund, L.P. - 139,658 shares
James E. Flynn – 309,655 shares
|
|||
(b) |
Percent of class**:
|
||
Deerfield Mgmt, L.P. – 0.93%
Deerfield Management Company, L.P. – 0.93%
Deerfield Special Situations Fund, L.P. – 0.51%
Deerfield Special Situations International Master Fund, L.P. - 0.42%
James E. Flynn – 0.93%
|
(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. – 309,655 Deerfield Management Company, L.P. – 309,655
Deerfield Special Situations Fund, L.P. – 169,997
Deerfield Special Situations International Master Fund, L.P. – 139,658
James E. Flynn - 309,655
|
(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. – 309,655 Deerfield Management Company, L.P. – 309,655
Deerfield Special Situations Fund, L.P. – 169,997
Deerfield Special Situations International Master Fund, L.P. – 139,658
James E. Flynn - 309,655
|
CUSIP No.
|
15130J109
|
13G
|
Page 9 of 10 Pages
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
|
|
Item 6.
|
Ownership of More Than Five Percent on Behalf of Another Person. |
|
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. |
|
N/A
|
Item 8.
|
Identification and Classification of Members of the Group. |
|
See Exhibit B
|
Item 9.
|
Notice of Dissolution of Group. |
|
N/A
|
Item 10.
|
Certifications. |
CUSIP No.
|
15130J109
|
13G
|
Page 10 of 10 Pages
|