0000899243-21-030230.txt : 20210727 0000899243-21-030230.hdr.sgml : 20210727 20210727215032 ACCESSION NUMBER: 0000899243-21-030230 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210727 FILED AS OF DATE: 20210727 DATE AS OF CHANGE: 20210727 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) CENTRAL INDEX KEY: 0001009258 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40676 FILM NUMBER: 211119646 BUSINESS ADDRESS: STREET 1: 345 PARK AVENUE SOUTH, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 2125511600 MAIL ADDRESS: STREET 1: 345 PARK AVENUE SOUTH, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 FORMER NAME: FORMER CONFORMED NAME: DEERFIELD MANAGEMENT CO DATE OF NAME CHANGE: 20131114 FORMER NAME: FORMER CONFORMED NAME: DEERFIELD MANAGEMENT CO /NY DATE OF NAME CHANGE: 19981022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Deerfield Mgmt L.P. CENTRAL INDEX KEY: 0001010823 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40676 FILM NUMBER: 211119645 BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2125511600 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: DEERFIELD CAPITAL LP DATE OF NAME CHANGE: 20050930 FORMER NAME: FORMER CONFORMED NAME: DEERFIELD CAPITAL LP ET AL DATE OF NAME CHANGE: 19960318 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DEERFIELD PARTNERS, L.P. CENTRAL INDEX KEY: 0001301041 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40676 FILM NUMBER: 211119644 BUSINESS ADDRESS: STREET 1: 345 PARK AVENUE SOUTH STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 212-551-1600 MAIL ADDRESS: STREET 1: 345 PARK AVENUE SOUTH STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 FORMER NAME: FORMER CONFORMED NAME: DEERFIELD PARTNERS, LP DATE OF NAME CHANGE: 20040819 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Flynn James E CENTRAL INDEX KEY: 0001352546 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40676 FILM NUMBER: 211119643 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DA32 Life Science Tech Acquisition Corp. CENTRAL INDEX KEY: 0001863294 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 863352988 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 345 PARK AVENUE SOUTH STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: (212) 551-1600 MAIL ADDRESS: STREET 1: 345 PARK AVENUE SOUTH STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-07-27 0 0001863294 DA32 Life Science Tech Acquisition Corp. DALS 0001009258 DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK NY 10010 1 0 1 1 Director by deputization 0001010823 Deerfield Mgmt L.P. 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK 1 0 1 1 Director by deputization 0001301041 DEERFIELD PARTNERS, L.P. 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK NY 10010 1 0 1 1 Director by deputization 0001352546 Flynn James E DA32 LIFE SCIENCE TECH ACQUISITION CORP 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK NY 10010 1 0 1 1 Director by deputization Class B Common Stock Class A Common Stock 5166250 I Through DA32 Sponsor LLC This Form 3 is filed jointly by Deerfield Partners, L.P. ("Deerfield Partners"), Deerfield Mgmt, L.P. ("Deerfield Mgmt"), Deerfield Management Company, L.P. (Deerfield Management") and James E. Flynn (collectively, the "Reporting Persons"). For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any the securities reported herein, 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. DA32 Sponsor LLC ("Sponsor") is the record holder of the securities reported herein. As one of three managing members of Sponsor, Deerfield Partners may be deemed to beneficially own the securities owned directly by Sponsor. As the general partner of Deerfield Partners, Deerfield Mgmt may be deemed to beneficially own the securities owned directly by Sponsor. As the investment manager of Deerfield Partners, Deerfield Management may be deemed to beneficially own securities owned directly by Sponsor. As the sole member of the general partner of each of Deerfield Management and Deerfield Mgmt, James E. Flynn may be deemed to beneficially own the securities owned directly by Sponsor. The Sponsor and other members of the Sponsor are separately filing a Form 3 with respect to the securities reported herein. The shares of Class B Common Stock are convertible into shares of the Issuer's Class A Common Stock as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-257679) (the "Registration Statement") and have no expiration date. The shares of Class B Common Stock beneficially owned by the Reporting Persons include up to 750,000 shares of Class B Common Stock subject to forfeiture to the Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of Class A Common Stock, as described in the Registration Statement. See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer. Andrew ElBardissi, an employee of Deerfield Management Company, serves as a director of the Issuer. Jonathan Isler, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 to a Form 3 with regard to Proteon Therapeutics, Inc. filed with the Securities and Exchange Commission on August 4, 2017 by Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P., Deerfield International Master Fund, L.P., Deerfield Private Design Fund III, L.P., Deerfield Private Design Fund IV, L.P., Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P., Deerfield Management Company, L.P., and James E. Flynn. /s/ Jonathan Isler, Attorney-in-Fact for Deerfield Management Company, L.P. 2021-07-27 /s/ Jonathan Isler, Attorney-in-Fact for Deerfield Partners, L.P. 2021-07-27 /s/ Jonathan Isler, Attorney-in-Fact for Deerfield Mgmt, L.P. 2021-07-27 /s/ Jonathan Isler, Attorney-in-Fact for James E. Flynn 2021-07-27 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT

                            Joint Filer Information

Name of Joint Filer:                    Deerfield Partners, L.P.

Address of Joint Filer:                 345 Park Avenue South, 12th Floor
                                        New York, NY 10010

Relationship of Joint Filer to Issuer:  10% Owner, Director by deputization

Issuer Name and Ticker or Trading
Symbol:                                 DA32 Life Science Tech Acquisition Corp.
                                        [DALS]

Date of Event Requiring Statement:
(Month/Day/Year):                       07/27/2021

Name of Joint Filer:                    Deerfield Mgmt, L.P.

Address of Joint Filer:                 345 Park Avenue South, 12th Floor
                                        New York, NY 10010

Relationship of Joint Filer to Issuer:  10% Owner, Director by deputization

Issuer Name and Ticker or Trading
Symbol:                                 DA32 Life Science Tech Acquisition Corp.
                                        [DALS]

Date of Event Requiring Statement:
(Month/Day/Year):                       07/27/2021

Name of Joint Filer:                    Deerfield Management Company, L.P.

Address of Joint Filer:                 345 Park Avenue South, 12th Floor
                                        New York, NY 10010

Relationship of Joint Filer to Issuer:  10% Owner, Director by deputization

Issuer Name and Ticker or Trading
Symbol:                                 DA32 Life Science Tech Acquisition Corp.
                                        [DALS]

Date of Event Requiring Statement:
(Month/Day/Year):                       07/27/2021

Name of Joint Filer:                    James E. Flynn

Address of Joint Filer:                 345 Park Avenue South, 12th Floor
                                        New York, NY 10010

Relationship of Joint Filer to Issuer:  10% Owner, Director by deputization

Issuer Name and Ticker or Trading
Symbol:                                 DA32 Life Science Tech Acquisition Corp.
                                        [DALS]

Date of Event Requiring Statement:
(Month/Day/Year):                       07/27/2021