0001193805-22-001764.txt : 20221221 0001193805-22-001764.hdr.sgml : 20221221 20221221190924 ACCESSION NUMBER: 0001193805-22-001764 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20221219 FILED AS OF DATE: 20221221 DATE AS OF CHANGE: 20221221 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: 221479485 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: Deerfield Mgmt L.P. CENTRAL INDEX KEY: 0001010823 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39575 FILM NUMBER: 221479483 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: 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: 221479480 BUSINESS ADDRESS: STREET 1: 345 PARK AVENUE SOUTH STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 212-551-1600 MAIL ADDRESS: STREET 1: 345 PARK AVENUE SOUTH STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 FORMER NAME: FORMER CONFORMED NAME: DEERFIELD PARTNERS, LP DATE OF NAME CHANGE: 20040819 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: 221479487 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39575 FILM NUMBER: 221479481 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39575 FILM NUMBER: 221479482 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 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: 221479484 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 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: 221479486 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 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: 4 CORPORATE DRIVE CITY: ANDOVER STATE: MA ZIP: 01810 BUSINESS PHONE: 857-320-6400 MAIL ADDRESS: STREET 1: 4 CORPORATE DRIVE CITY: ANDOVER STATE: MA ZIP: 01810 4 1 e618154_4-oncorus.xml X0306 4 2022-12-19 0 0001671818 Oncorus, Inc. ONCR 0001352546 Flynn James E 345 PARK AVENUE SOUTH 12TH FLOOR NEW YORK NY 10010 0 0 1 1 *Possible Member of 10% Group 0001665736 Deerfield Mgmt HIF, 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 0001646981 Deerfield Healthcare Innovations Fund, L.P. 345 PARK AVENUE SOUTH 12TH FLOOR NEW YORK NY 10010 0 0 1 1 *Possible Member of 10% Group 0001010823 Deerfield Mgmt L.P. 345 PARK AVENUE SOUTH 12TH FLOOR NEW YORK NY 10010 0 0 1 1 *Possible Member of 10% Group 0001610540 Deerfield Mgmt III, L.P. 345 PARK AVENUE SOUTH 12TH FLOOR NEW YORK NY 10010 0 0 1 1 *Possible Member of 10% Group 0001603333 Deerfield Private Design Fund III, L.P. 345 PARK AVENUE SOUTH 12TH FLOOR NEW YORK NY 10010 0 0 1 1 *Possible Member of 10% Group 0001301041 DEERFIELD PARTNERS, L.P. 345 PARK AVENUE SOUTH 12TH FLOOR NEW YORK NY 10010 0 0 1 1 *Possible Member of 10% Group Common Stock 2022-12-19 4 S 0 44394 0.29 D 1351374 I Through Deerfield Healthcare Innovations Fund, L.P. Common Stock 2022-12-19 4 S 0 44394 0.29 D 1351374 I Through Deerfield Private Design Fund III, L.P. Common Stock 2022-12-19 4 S 0 10930 0.29 D 332725 I Through Deerfield Partners, L.P. Common Stock 2022-12-20 4 S 0 6562 0.31 D 1344812 I Through Deerfield Healthcare Innovations Fund, L.P. Common Stock 2022-12-20 4 S 0 6562 0.31 D 1344812 I Through Deerfield Private Design Fund III, L.P. Common Stock 2022-12-20 4 S 0 1616 0.31 D 331109 I Through Deerfield Partners, L.P. Common Stock 2022-12-21 4 S 0 6144 0.30 D 1338668 I Through Deerfield Healthcare Innovations Fund, L.P. Common Stock 2022-12-21 4 S 0 6143 0.30 D 1338669 I Through Deerfield Private Design Fund III, L.P. Common Stock 2022-12-21 4 S 0 1513 0.30 D 329596 I Through Deerfield Partners, L.P. The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $0.28 to $0.30, 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 shares sold at each separate price within the ranges set forth in footnotes 1-3 of this Form 4. The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $0.30 to $0.32, inclusive. The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $0.29 to $0.30, inclusive. 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. Jonathan Isler, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 to a Form 4 with regard to DA32 Life Science Tech Acquisition Corp. filed with the Securities and Exchange Commission on August 3, 2021 by Deerfield Partners, L.P., Deerfield Mgmt, L.P., Deerfield Management Company, L.P. and James E. Flynn. /s/ Jonathan Isler, Attorney-in-Fact 2022-12-21 EX-99 2 e618154_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:	345 Park Avenue South, 12^th Floor New York, NY 10010

Designated Filer:	James E. Flynn

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

Date of Event Requiring Statement:	December 19, 2022

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.

Signatures:

DEERFIELD MGMT HIF, L.P. By: J.E. Flynn Capital HIF, 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 HEALTHCARE INNOVATIONS FUND, L.P. By: Deerfield Mgmt HIF, L.P., General Partner By: J.E. Flynn Capital HIF, LLC, General Partner By: /s/ Jonathan Isler Jonathan Isler, Attorney-In-Fact DEERFIELD MGMT, L.P. By: J.E. Flynn Capital, 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