Unassociated Document

0001193805-16-003619.txt : 20160719 0001193805-16-003619.hdr.sgml : 20160719 20160719172043 ACCESSION NUMBER: 0001193805-16-003619 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160719 FILED AS OF DATE: 20160719 DATE AS OF CHANGE: 20160719 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Audentes Therapeutics, Inc. CENTRAL INDEX KEY: 0001628738 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 461606174 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 101 MONTGOMERY STREET, SUITE 2650 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 415-638-6556 MAIL ADDRESS: STREET 1: 101 MONTGOMERY STREET, SUITE 2650 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 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: 001-37833 FILM NUMBER: 161774103 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: Flynn James E CENTRAL INDEX KEY: 0001352546 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37833 FILM NUMBER: 161774104 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Deerfield Private Design Fund III, L.P. CENTRAL INDEX KEY: 0001603333 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37833 FILM NUMBER: 161774105 BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-551-1600 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Deerfield Mgmt III, L.P. CENTRAL INDEX KEY: 0001610540 STATE OF INCORPORATION: DE FISCAL YEAR END: 1214 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37833 FILM NUMBER: 161774106 BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-551-1600 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DEERFIELD MANAGEMENT CO CENTRAL INDEX KEY: 0001009258 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37833 FILM NUMBER: 161774108 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, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: DEERFIELD MANAGEMENT CO /NY DATE OF NAME CHANGE: 19981022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Deerfield Special Situations Fund, L.P. CENTRAL INDEX KEY: 0001354395 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37833 FILM NUMBER: 161774107 BUSINESS ADDRESS: STREET 1: 780 3RD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-551-1600 MAIL ADDRESS: STREET 1: 780 3RD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 3 1 e615224_3-at.xml OWNERSHIP DOCUMENT X0206 3 2016-07-19 0 0001628738 Audentes Therapeutics, Inc. BOLD 0001352546 Flynn James E 780 THIRD AVENUE, 37TH FLOOR NEW YORK NY 10017 0 0 1 1 Possible Member of 10% Group 0001010823 Deerfield Mgmt L.P. 780 THIRD AVENUE 37TH FLOOR NEW YORK NY 10017 0 0 1 1 Possible Member of 10% Group 0001009258 DEERFIELD MANAGEMENT CO 780 THIRD AVENUE, 37TH FLOOR NEW YORK NY 10017 0 0 1 1 Possible Member of 10% Group 0001354395 Deerfield Special Situations Fund, L.P. 780 3RD AVENUE 37TH FLOOR NEW YORK NY 10017 0 0 1 1 Possible Member of 10% Group 0001610540 Deerfield Mgmt III, L.P. 780 THIRD AVENUE, 37TH FLOOR NEW YORK NY 10017 0 0 1 1 Possible Member of 10% Group 0001603333 Deerfield Private Design Fund III, L.P. 780 THIRD AVENUE, 37TH FLOOR NEW YORK NY 10017 0 0 1 1 Possible Member of 10% Group Series B Convertible Preferred Stock Common Stock 535996 I Through Deerfield Private Design Fund III, L.P. Series B Convertible Preferred Stock Common Stock 267998 I Through Deerfield Special Situations Fund, L.P. Series C Convertible Preferred Stock Common Stock 99830 I Through Deerfield Private Design Fund III, L.P. Series C Convertible Preferred Stock Common Stock 99830 I Through Deerfield Special Situations Fund, L.P. Each share of Series B Convertible Preferred Stock will convert on a one-for-one basis upon the closing of the Issuer's initial public offering into Issuer's common stock (after giving effect to the 1-for-2.22977 reverse stock split of Issuer's common stock and preferred stock effected by the Issuer on July 7, 2016). Each share of Series C Convertible Preferred Stock will convert on a one-for-one basis upon the closing of the Issuer's initial public offering into Issuer's common stock (after giving effect to the 1-for-2.22977 reverse stock split of Issuer's common stock and preferred stock effected by the Issuer on July 7, 2016). This Form 3 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 Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt, L.P. is the general partner of Deerfield Special Situations Fund, L.P. (collectively with Fund III, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt III, L.P., Deerfield Mgmt, L.P. and Deerfield Management Company, L.P. In accordance with Instruction 5 (b)(iv) to Form 3, the entire amount of the Issuer's securities held by the Funds 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. Please see Joint Filer Information Statement attached as Exhibit 99 hereto. Jonathan Isler, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 to a Form 3 with regard to Editas Medicine, Inc. filed with the Securities and Exchange Commission on February 2, 2016 by Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Management Company, L.P., Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P., Deerfield Private Design Fund, L.P., Deerfield Private Design International, L.P., Deerfield PDI Financing, L.P., Deerfield PDI Financing II, L.P., Deerfield Private Design Fund II, L.P., Deerfield Private Design International II, L.P., Deerfield International Master Fund, L.P., Deerfield Healthcare Innovations Fund, L.P., Deerfield Mgmt HIF, L.P., Breaking Stick Holdings, LLC, Deerfield Private Design Fund III, L.P. and James E. Flynn. /s/ Jonathan Isler 2016-07-19 EX-99 2 e615224_ex99.htm Unassociated Document

Joint Filer Information

Names:	Deerfield Mgmt III, L.P., Deerfield Mgmt, L.P., Deerfield Management Company, L.P., Deerfield Private Design Fund III, L.P., Deerfield Special Situations Fund, L.P.

Address:	780 Third Avenue, 37th Floor New York, NY 10017

Designated Filer:	James E. Flynn

Issuer and Ticker Symbol:	Audentes Therapeutics, Inc. [BOLD]

Date of Event Requiring Statement:	July 19, 2016

The undersigned, Deerfield Mgmt III, L.P., Deerfield Mgmt, L.P., Deerfield Management Company, L.P. , Deerfield Private Design Fund III, L.P. and Deerfield Special Situations Fund, L.P. are jointly filing the attached Initial Statement of Beneficial Ownership on Form 3 with James E. Flynn with respect to the beneficial ownership of securities of Audentes Therapeutics, Inc.

Signatures:

DEERFIELD MGMT, L.P. By: J.E. Flynn Capital, LLC, General Partner By: /s/ Jonathan Isler Jonathan Isler, Attorney-In-Fact	DEERFIELD MGMT III, L.P. By: J.E. Flynn Capital III, LLC, General Partner By: /s/ Jonathan Isler Jonathan Isler, Attorney-In-Fact
DEERFIELD MANAGEMENT COMPANY, L.P. By: Flynn Management LLC, General Partner By: /s/ Jonathan Isler Jonathan Isler, Attorney-In-Fact	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/ Jonathan Isler Jonathan Isler, Attorney-In-Fact
DEERFIELD SPECIAL SITUATIONS FUND, L.P. By: Deerfield Mgmt, L.P., General Partner By: J.E. Flynn Capital, LLC, General Partner By: /s/ Jonathan Isler Jonathan Isler, Attorney-In-Fact