0001193805-20-001260.txt : 20201008 0001193805-20-001260.hdr.sgml : 20201008 20201008173105 ACCESSION NUMBER: 0001193805-20-001260 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20201006 FILED AS OF DATE: 20201008 DATE AS OF CHANGE: 20201008 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: 001-39575 FILM NUMBER: 201231616 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 Mgmt HIF, L.P. CENTRAL INDEX KEY: 0001665736 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39575 FILM NUMBER: 201231617 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 Mgmt HIF, L.P DATE OF NAME CHANGE: 20160202 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: 001-39575 FILM NUMBER: 201231618 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 Healthcare Innovations Fund, L.P. CENTRAL INDEX KEY: 0001646981 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39575 FILM NUMBER: 201231619 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 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: 001-39575 FILM NUMBER: 201231620 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 Mgmt III, L.P. CENTRAL INDEX KEY: 0001610540 STATE OF INCORPORATION: DE FISCAL YEAR END: 1214 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39575 FILM NUMBER: 201231621 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 Private Design Fund III, L.P. CENTRAL INDEX KEY: 0001603333 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39575 FILM NUMBER: 201231622 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 L.P. CENTRAL INDEX KEY: 0001010823 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39575 FILM NUMBER: 201231623 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 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Oncorus, Inc. CENTRAL INDEX KEY: 0001671818 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 473779757 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 450 KENDALL STREET STREET 2: 5TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617-425-9200 MAIL ADDRESS: STREET 1: 450 KENDALL STREET STREET 2: 5TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 4 1 e619992_4-oncorus.xml X0306 4 2020-10-06 0 0001671818 Oncorus, Inc. ONCR 0001352546 Flynn James E 780 THIRD AVENUE 37TH FLOOR NEW YORK NY 10017 1 0 1 1 *Possible Member of 10% Group 0001665736 Deerfield Mgmt HIF, L.P. 780 THIRD AVENUE 37TH FLOOR NEW YORK NY 10017 1 0 1 1 *Possible Member of 10% Group 0001009258 DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) 780 THIRD AVENUE, 37TH FLOOR NEW YORK NY 10017 1 0 1 1 *Possible Member of 10% Group 0001646981 Deerfield Healthcare Innovations Fund, L.P. 780 THIRD AVENUE 37TH FLOOR NEW YORK NY 10017 1 0 1 1 *Possible Member of 10% Group 0001301041 DEERFIELD PARTNERS, L.P. 780 THIRD AVENUE 37TH FLOOR NEW YORK NY 10017 1 0 1 1 *Possible Member of 10% Group 0001610540 Deerfield Mgmt III, L.P. 780 THIRD AVENUE, 37TH FLOOR NEW YORK NY 10017 1 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 1 0 1 1 *Possible Member of 10% Group 0001010823 Deerfield Mgmt L.P. 780 THIRD AVENUE 37TH FLOOR NEW YORK NY 10017 1 0 1 1 *Possible Member of 10% Group Common Stock 2020-10-06 4 C 0 620480 A 620480 I Through Deerfield Healthcare Innovations Fund, L.P. Common Stock 2020-10-06 4 C 0 620480 A 620480 I Through Deerfield Private Design Fund III, L.P. Common Stock 2020-10-06 4 C 0 202670 A 823150 I Through Deerfield Healthcare Innovations Fund, L.P. Common Stock 2020-10-06 4 C 0 202670 A 823150 I Through Deerfield Private Design Fund III, L.P. Common Stock 2020-10-06 4 C 0 202670 A 202670 I Through Deerfield Partners, L.P. Common Stock 2020-10-06 4 P 0 445194 15.00 A 1268344 I Through Deerfield Healthcare Innovations Fund, L.P. Common Stock 2020-10-06 4 P 0 445194 15.00 A 1268344 I Through Deerfield Private Design Fund III, L.P. Common Stock 2020-10-06 4 P 0 109612 15.00 A 312282 I Through Deerfield Partners, L.P. Series A-1 Preferred Stock 2020-10-06 4 C 0 7499999 D Common Stock 620480 0 I Through Deerfield Healthcare Innovations Fund, L.P. Series A-1 Preferred Stock 2020-10-06 4 C 0 7499999 D Common Stock 620480 0 I Through Deerfield Private Design Fund III, L.P. Series B Preferred Stock 2020-10-06 4 C 0 2449761 D Common Stock 202670 0 I Through Deerfield Healthcare Innovations Fund, L.P. Series B Preferred Stock 2020-10-06 4 C 0 2449761 D Common Stock 202670 0 I Through Deerfield Private Design Fund III, L.P. Series B Preferred Stock 2020-10-06 4 C 0 2449761 D Common Stock 202670 0 I Through Deerfield Partners, L.P. Each share of Series A-1 Preferred Stock automatically converted into 0.0827 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering (on an adjusted basis, after giving effect to the 1-for-12.0874 reverse stock split effected by the Issuer on September 25, 2020). Each share of Series B Preferred Stock automatically converted into 0.0827 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering (on an adjusted basis, after giving effect to the 1-for-12.0874 reverse stock split effected by the Issuer on September 25, 2020). 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 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 Partners, L.P. ("Deerfield Partners"). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. (collectively with Fund III and 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., Deerfield Mgmt III, L.P., Deerfield Mgmt HIF, 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. Cameron Wheeler, 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 2020-10-08 EX-99 2 e619992_ex99.htm

Joint Filer Information

Name:	Deerfield Mgmt III, L.P., Deerfield Mgmt HIF, L.P., Deerfield Management Company, L.P., Deerfield Private Design Fund III, L.P., Deerfield Healthcare Innovations Fund, L.P., Deerfield Partners, L.P., Deerfield Mgmt, L.P.

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

Designated Filer:	James E. Flynn

Issuer and Ticker Symbol:	Oncorus, Inc. [ONCR]

Date of Event Requiring Statement:	October 8, 2020

The undersigned, Deerfield Mgmt III, L.P., Deerfield Mgmt HIF, L.P., Deerfield Management Company, L.P., Deerfield Private Design Fund III, L.P., Deerfield Healthcare Innovations Fund, L.P., Deerfield Mgmt, L.P. and Deerfield Partners, L.P. are jointly filing the attached Changes in Beneficial Ownership on Form 4 with James E. Flynn with respect to the beneficial ownership of securities of Oncorus, Inc.

DEERFIELD MGMT HIF, L.P.

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

By: /s/ Jonathan Isler