SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) (Last) (First) (Middle) 345 PARK AVENUE SOUTH, 12TH FLOOR (Street) NEW YORK NY 10010 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol DA32 Life Science Tech Acquisition Corp. [ DALS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) X Other (specify below) Director by Deputization
	3. Date of Earliest Transaction (Month/Day/Year) 07/30/2021
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	07/30/2021		P(1)		1,600,000	A	$10	1,600,000	I	Through Deerfield Partners, L.P.(2)
Class A Common Stock	07/30/2021		A(3)		650,000	A	$10	2,250,000	I	Through DA32 Sponsor LLC(2)(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) (Last) (First) (Middle) 345 PARK AVENUE SOUTH, 12TH FLOOR (Street) NEW YORK NY 10010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) X Other (specify below) Director by Deputization

1. Name and Address of Reporting Person* Deerfield Mgmt L.P. (Last) (First) (Middle) 345 PARK AVENUE SOUTH, 12TH FLOOR (Street) NEW YORK (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) X Other (specify below) Director by deputization

1. Name and Address of Reporting Person* DEERFIELD PARTNERS, L.P. (Last) (First) (Middle) 345 PARK AVENUE SOUTH, 12TH FLOOR (Street) NEW YORK NY 10010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) X Other (specify below) Director by deputization

1. Name and Address of Reporting Person* Flynn James E (Last) (First) (Middle) 345 PARK AVENUE SOUTH, 12TH FLOOR (Street) NEW YORK NY 10010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) X Other (specify below) Director by deputization

Explanation of Responses:

1. 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.

2. 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.

3. 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

4. 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.

Remarks:

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.	08/03/2021
	/s/ Jonathan Isler, Attorney-in-Fact for Deerfield Partners, L.P.	08/03/2021
	/s/ Jonathan Isler, Attorney-in-Fact for Deerfield Mgmt, L.P.	08/03/2021
	/s/ Jonathan Isler, Attorney-in-Fact for Deerfield James E. Flynn	08/03/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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