0000899243-21-031411.txt : 20210803 0000899243-21-031411.hdr.sgml : 20210803 20210803202719 ACCESSION NUMBER: 0000899243-21-031411 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20210730 FILED AS OF DATE: 20210803 DATE AS OF CHANGE: 20210803 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40676 FILM NUMBER: 211141869 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40676 FILM NUMBER: 211141868 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40676 FILM NUMBER: 211141867 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40676 FILM NUMBER: 211141866 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-07-30 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 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK NY 10010 1 0 1 1 Director by deputization Class A Common Stock 2021-07-30 4 P 0 1600000 10.00 A 1600000 I Through Deerfield Partners, L.P. Class A Common Stock 2021-07-30 4 A 0 650000 10.00 A 2250000 I Through DA32 Sponsor LLC Deerfield Partners, L.P. purchased 1,600,000 shares of the Issuer's Class A common stock for $10.00 per share in the Issuer's initial public offering. This Form 4 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"). Each of the Reporting Persons is a member of a Section 13(d) group. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. DA32 Sponsor LLC ("Sponsor") purchased 650,000 shares of Class A common stock from the Issuer in a private placement conducted by the Issuer concurrently with its initial public offering. Such shares constitute "private placement shares" as such term is defined in the Issuer's Registration Statement on Form S-1 (File No. 333-257679). The purchase of such shares was exempted from Section 16(b) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to Rule 16b-3(d) under the Exchange Act 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 4 with respect to the securities reported herein. Andrew ElBardissi, an employee of Deerfield Management Company, serves as a director of the Issuer. 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. Exhibit 24 - Power of Attorney /s/ Jonathan Isler, Attorney-in-Fact for Deerfield Management Company, L.P. 2021-08-03 /s/ Jonathan Isler, Attorney-in-Fact for Deerfield Partners, L.P. 2021-08-03 /s/ Jonathan Isler, Attorney-in-Fact for Deerfield Mgmt, L.P. 2021-08-03 /s/ Jonathan Isler, Attorney-in-Fact for Deerfield James E. Flynn 2021-08-03 EX-24 2 attachment1.htm EX-24 DOCUMENT 
                               POWER OF ATTORNEY

       Know all by these presents, each of the undersigned hereby constitutes
and appoints each of Jonathan Isler, and David J. Clark, each signing singly,
the undersigned's true and lawful attorney-in-fact to:

      (1)  execute for and on behalf of the undersigned (i) Forms 3, 4 and 5
          (and all amendments thereto) in accordance with Section 16(a) of the
          Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
          the rules thereunder and (ii) reports on Schedule 13G and Schedule 13D
          (and all amendments thereto)  in accordance with Section 13 of the
          Exchange Act and the rules thereunder, in each case with respect to
          the beneficial ownership of securities by the undersigned;

      (2) do and perform any and all acts for and on behalf of the undersigned
          which may be necessary or desirable to complete and execute any such
          Form 3, 4 or 5 or Schedule 13G or Schedule 13D, complete and execute
          any amendment or amendments thereto, and file such form with the
          United States Securities and Exchange Commission and any stock
          exchange or similar authority; and

      (3) take any other action of any type whatsoever in connection with the
          foregoing which, in the opinion of such attorney-in-fact, may be of
          benefit to, in the best interest of, or legally required by, the
          undersigned, it being understood that the documents executed by such
          attorney-in-fact on behalf of the undersigned pursuant to this Power
          of Attorney shall be in such form and shall contain such terms and
          conditions as such attorney-in-fact may approve in such attorney-in-
          fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 13 or Section 16 of
the Exchange Act.

This Power of Attorney shall remain in full force and effect until revoked by
the undersigned in a signed writing delivered to the foregoing attorneys-in-
fact.


      IN WITNESS WHEREOF, each of the undersigned has caused this Power of
Attorney to be executed as of this 2nd day of August, 2021.

DEERFIELD MGMT, L.P.

By:   J.E. Flynn Capital, LLC, General Partner

By:   /s/ James E. Flynn
      ------------------
      James E. Flynn, President

DEERFIELD PARTNERS, L.P.

By:   Deerfield Mgmt, L.P., General Partner

By:   J.E. Flynn Capital, LLC, General Partner

By:   /s/ James E. Flynn
      ------------------
      James E. Flynn, President

DEERFIELD SPECIAL SITUATIONS FUND, L.P.

By:   Deerfield Mgmt, L.P., General Partner

By:   J.E. Flynn Capital, LLC, General Partner

By:   /s/ James E. Flynn
      ------------------
      James E. Flynn, President

DEERFIELD PDI FINANCING II, L.P.

By:   Deerfield Mgmt, L.P., General Partner

By:   J.E. Flynn Capital, LLC, General Partner

By:   /s/ James E. Flynn
      ------------------
      James E. Flynn, President

DEERFIELD PRIVATE DESIGN FUND II, L.P.

By:   Deerfield Mgmt, L.P., General Partner

By:   J.E. Flynn Capital, LLC, General Partner

By:   /s/ James E. Flynn
      ------------------
      James E. Flynn, President

DEERFIELD PRIVATE DESIGN INTERNATIONAL II, L.P.

By:   Deerfield Mgmt, L.P., General Partner

By:   J.E. Flynn Capital, LLC, General Partner

By:   /s/ James E. Flynn
      ------------------
      James E. Flynn, President

DEERFIELD MANAGEMENT COMPANY, L.P.

By:   Flynn Management LLC, General Partner

By:   /s/ James E. Flynn
      ------------------
      James E. Flynn, President

DEERFIELD PRIVATE DESIGN FUND III, L.P.

By:   Deerfield Mgmt III, L.P., General Partner

By:   J.E. Flynn Capital III, LLC, General Partner

By:   /s/ James E. Flynn
      ------------------
      James E. Flynn, President

DEERFIELD MGMT III, L.P.

By:   J.E. Flynn Capital III, LLC, General Partner

By:   /s/ James E. Flynn
      ------------------
      James E. Flynn, President

DEERFIELD PRIVATE DESIGN FUND IV, L.P.

By:   Deerfield Mgmt IV, L.P., General Partner

By:   J.E. Flynn Capital IV, LLC, General Partner

By:   /s/ James E. Flynn
      ------------------
      James E. Flynn, President

DEERFIELD MGMT IV, L.P.

By:   J.E. Flynn Capital IV, LLC, General Partner

By:   /s/ James E. Flynn
      ------------------
      James E. Flynn, President

DEERFIELD HEALTHCARE INNOVATIONS FUND, L.P.

By:   Deerfield Mgmt HIF, L.P., General Partner

By:   J.E. Flynn Capital HIF LLC, General Partner

By:   /s/ James E. Flynn
      ------------------
      James E. Flynn, President

DEERFIELD MGMT HIF, L.P.

By:   J.E. Flynn Capital HIF LLC, General Partner

By:   /s/ James E. Flynn
      ------------------
      James E. Flynn, President

BREAKING STICK HOLDINGS, LLC

By:   Deerfield Management Company, L.P., Manager

By:   Flynn Management LLC, General Partner

By:   /s/ James E. Flynn
      ------------------
      James E. Flynn, President

DEERFIELD PRIVATE DESIGN FUND V, L.P.

By:   Deerfield Mgmt V, L.P., General Partner

By:   J.E. Flynn Capital V, LLC, General Partner

By:   /s/ James E. Flynn
      ------------------
      James E. Flynn, President

DEERFIELD MGMT V, L.P.

By:   J.E. Flynn Capital V, LLC, General Partner

By:   /s/ James E. Flynn
      ------------------
      James E. Flynn, President

DEERFIELD HEALTHCARE INNOVATIONS FUND II, L.P.

Deerfield Mgmt HIF II, L.P., General Partner

J.E. Flynn Capital HIF II LLC, General Partner

/s/ James E. Flynn
------------------
James E. Flynn, President

JAMES E. FLYNN

/s/ James E. Flynn
------------------
EX-99.1 3 attachment2.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):                            07/30/2021


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):                            07/30/2021


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):                            07/30/2021


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):                            07/30/2021