0001193805-21-000435.txt : 20210330 0001193805-21-000435.hdr.sgml : 20210330 20210330154258 ACCESSION NUMBER: 0001193805-21-000435 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210330 FILED AS OF DATE: 20210330 DATE AS OF CHANGE: 20210330 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: 001-40236 FILM NUMBER: 21786331 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: Flynn James E CENTRAL INDEX KEY: 0001352546 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40236 FILM NUMBER: 21786333 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 IV, L.P. CENTRAL INDEX KEY: 0001713467 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40236 FILM NUMBER: 21786332 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 IV, L.P. CENTRAL INDEX KEY: 0001680307 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40236 FILM NUMBER: 21786330 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 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Edgewise Therapeutics, Inc. CENTRAL INDEX KEY: 0001710072 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 821725586 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: C/O ORBIMED ADVISORS LLC STREET 2: 601 LEXINGTON AVE, 54TH FLR. CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-739-6451 MAIL ADDRESS: STREET 1: C/O ORBIMED ADVISORS LLC STREET 2: 601 LEXINGTON AVE, 54TH FLR. CITY: NEW YORK STATE: NY ZIP: 10022 4 1 e620431_4-et.xml X0306 4 2021-03-30 1 0001710072 Edgewise Therapeutics, Inc. EWTX 0001352546 Flynn James E 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK NY 10010 0 0 1 1 Possible Member of 10% Group 0001713467 Deerfield Mgmt IV, L.P. 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK NY 10010 0 0 1 1 Possible Member of 10% Group 0001009258 DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK NY 10010 0 0 1 1 Possible Member of 10% Group 0001680307 Deerfield Private Design Fund IV, L.P. 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK NY 10010 0 0 1 1 Possible Member of 10% Group Common Stock 2021-03-30 4 C 0 1572960 A 1572960 I Through Deerfield Private Design Fund IV, L.P. Common Stock 2021-03-30 4 C 0 1301626 A 2874586 I Through Deerfield Private Design Fund IV, L.P. Common Stock 2021-03-30 4 C 0 433551 A 3308137 I Through Deerfield Private Design Fund IV, L.P. Common Stock 2021-03-30 4 P 0 625000 16.00 A 3933137 I Through Deerfield Private Design Fund IV, L.P. Series B-1 Preferred Stock 2021-03-30 4 C 0 1572960 D Common Stock 1572960 0 I Through Deerfield Private Design Fund IV, L.P. Series B-2 Preferred Stock 2021-03-30 4 C 0 1301626 D Common Stock 1301626 0 I Through Deerfield Private Design Fund IV, L.P. Series C Preferred Stock 2021-03-30 4 C 0 433551 D Common Stock 433551 0 I Through Deerfield Private Design Fund IV, L.P. Each share of Series B-1 Preferred Stock automatically converted into one share of the Issuer's common stock upon the closing of the Issuer's initial public offering. The number of shares reported herein gives effect to the 1-for-1.8932 reverse split of the Issuer's common stock effected by the Issuer on March 19, 2021 in connection with its initial public offering. 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 IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. (the "Fund"). Deerfield Management Company, L.P. is the investment manager of the Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt IV, 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 Fund 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. Each share of Series B-2 Preferred Stock automatically converted into one share of the Issuer's common stock upon the closing of the Issuer's initial public offering. The number of shares reported herein gives effect to the 1-for-1.8932 reverse split of the Issuer's common stock effected by the Issuer on March 19, 2021 in connection with its initial public offering. Each share of Series C Preferred Stock automatically converted into one share of the Issuer's common stock upon the closing of the Issuer's initial public offering. The number of shares reported herein gives effect to the 1-for-1.8932 reverse split of the Issuer's common stock effected by the Issuer on March 19, 2021 in connection with its initial public offering. 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 2021-03-30 EX-99 2 e620431_ex99.htm

 

Joint Filer Information

 

Name:

Deerfield Mgmt IV, L.P., Deerfield Management Company, L.P.,

and Deerfield Private Design Fund IV, L.P.

   
Address:

345 Park Avenue South, 12th Floor

New York, NY 10010

   
Designated Filer: James E. Flynn
   
Issuer and Ticker Symbol:

Edgewise Therapeutics, Inc. [EWTX]

   

Date of Earliest Transaction

Required To be Reported: 

March 30, 2021

 

The undersigned, Deerfield Mgmt IV, L.P., Deerfield Management Company, L.P. and Deerfield Private Design Fund IV, 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 Edgewise Therapeutics, Inc.

 

Signatures:

 

DEERFIELD MGMT IV, L.P.

By: J.E. Flynn Capital IV, 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 IV, L.P.

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

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

 

By: /s/ Jonathan Isler

       Jonathan Isler, Attorney-In-Fact