0001193805-18-001435.txt : 20181221 0001193805-18-001435.hdr.sgml : 20181221 20181221191649 ACCESSION NUMBER: 0001193805-18-001435 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20181219 FILED AS OF DATE: 20181221 DATE AS OF CHANGE: 20181221 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: 001-37581 FILM NUMBER: 181250955 BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-551-1600 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: DEERFIELD PARTNERS, LP DATE OF NAME CHANGE: 20040819 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37581 FILM NUMBER: 181250956 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 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: 001-37581 FILM NUMBER: 181250957 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 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: 001-37581 FILM NUMBER: 181250958 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37581 FILM NUMBER: 181250959 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Aclaris Therapeutics, Inc. CENTRAL INDEX KEY: 0001557746 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 460571712 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 640 LEE ROAD STREET 2: SUITE 200 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 484-324-7933 MAIL ADDRESS: STREET 1: 640 LEE ROAD STREET 2: SUITE 200 CITY: WAYNE STATE: PA ZIP: 19087 4 1 e618114_4-aclaris.xml OWNERSHIP DOCUMENT X0306 4 2018-12-19 0 0001557746 Aclaris Therapeutics, Inc. ACRS 0001352546 Flynn James E 780 THIRD AVENUE, 37TH FLOOR NEW YORK NY 10017 0 0 1 0 0001010823 Deerfield Mgmt L.P. 780 THIRD AVENUE 37TH FLOOR NEW YORK NY 10017 0 0 1 0 0001009258 DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) 780 THIRD AVENUE, 37TH FLOOR NEW YORK NY 10017 0 0 1 0 0001354395 Deerfield Special Situations Fund, L.P. 780 3RD AVENUE 37TH FLOOR NEW YORK NY 10017 0 0 0 1 Possible Member of a 10% Group 0001301041 DEERFIELD PARTNERS, L.P. 780 THIRD AVENUE 37TH FLOOR NEW YORK NY 10017 0 0 1 0 Common Stock 4481788 I Through Deerfield Partners, L.P. Common Stock 1411628 I Through Deerfield Special Situations Fund, L.P. Cash-Settled Total Return Swap 6.914 2018-12-19 4 J 1 1 A 2022-01-19 Common Stock 194207 1 I Through Deerfield Partners, L.P. Cash-Settled Total Return Swap 6.842 2018-12-20 4 J 1 1 A 2022-01-19 Common Stock 190502 1 I Through Deerfield Partners, L.P. Cash-Settled Total Return Swap 6.945 2018-12-21 4 J 1 1 A 2022-01-19 Common Stock 410511 1 I Through Deerfield Partners, L.P. This Form 4 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, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners") and Deerfield Special Situations Fund, L.P. (collectively with Deerfield Partners, 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, L.P. and Deerfield Management Company, L.P. In accordance with Instruction 4(b)(iv) to Form 4, 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. On December 19, 2018, Deerfield Partners entered into a cash-settled total return swap agreement with an unaffiliated third party financial institution, which provides Deerfield Partners with economic exposure to an aggregate of 194,207 notional shares. The swap agreement provides Deerfield Partners with economic results that are comparable to the economic results of ownership of, based on the applicable reference prices, but does not provide Deerfield Partners with the power to vote or direct the voting of, or dispose of or direct the disposition of, the shares of common stock that are the subject of such swap agreement. The price reported in Column 2 represents a weighted average reference price associated with the applicable swap agreement. The reference prices applicable to 194,207 notional shares subject to the swap agreement range from $6.45 to $7.00, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of notional shares subject to each separate reference price within the ranges set forth in footnotes (4), (6) and (8) of this Form 4. On December 20, 2018, Deerfield Partners entered into a cash-settled total return swap agreement with an unaffiliated third party financial institution, which provides Deerfield Partners with economic exposure to an aggregate of 190,502 notional shares. The swap agreement provides Deerfield Partners with economic results that are comparable to the economic results of ownership of, based on the applicable reference prices, but does not provide Deerfield Partners with the power to vote or direct the voting of, or dispose of or direct the disposition of, the shares of common stock that are the subject of such swap agreement. The price reported in Column 2 represents a weighted average reference price associated with the applicable swap agreement. The reference prices applicable to 190,502 notional shares subject to the swap agreement range from $6.72 to $6.90, inclusive. On December 21, 2018, Deerfield Partners entered into a cash-settled total return swap agreement with an unaffiliated third party financial institution, which provides Deerfield Partners with economic exposure to an aggregate of 410,511 notional shares. The swap agreement provides Deerfield Partners with economic results that are comparable to the economic results of ownership of, based on the applicable reference prices, but does not provide Deerfield Partners with the power to vote or direct the voting of, or dispose of or direct the disposition of, the shares of common stock that are the subject of such swap agreement. The price reported in Column 2 represents a weighted average reference price associated with the applicable swap agreement. The reference prices applicable to 410,511 notional shares subject to the swap agreement range from $6.765 to 7.00, inclusive. 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. See footnote (1) /s/ Jonathan Isler, Attorney-in-Fact 2018-12-21 EX-99 2 e618114_ex99.htm

Joint Filer Information

Names:	Deerfield Mgmt, L.P., Deerfield Management Company, L.P., Deerfield Partners, L.P. and Deerfield Special Situations Fund, L.P.

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

Designated Filer:	James E. Flynn

Issuer and Ticker Symbol:	Aclaris Therapeutics, Inc. [ACRS]

Date of Earliest Transaction Required To be Reported:	December 19, 2018

The undersigned, Deerfield Mgmt, L.P., Deerfield Management Company, L.P., Deerfield Partners, L.P. and Deerfield Special Situations Fund, L.P. are jointly filing the attached Statement of Changes in Beneficial Ownership on Form 4 with James E. Flynn with respect to the beneficial ownership of securities of Aclaris 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 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

DEERFIELD MANAGEMENT COMPANY, L.P.

By: Flynn Management LLC, General Partner

By: /s/ Jonathan Isler

Jonathan Isler, Attorney-In-Fact

DEERFIELD PARTNERS, 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