Deerfield Management Company, L.P.'s Form 4 filing
Starling Oncology, Inc. (DFPH) · filed Nov 16, 2021
- Accession no.
- 0001193805-21-001590
- Filed
- Nov 16, 2021, 9:34 PM ET
- Trade date
- Nov 12, 2021
- Filing delay
- 4 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
This filing lists 2 non-derivative transactions and 9 derivative transactions. It was filed 4 days after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Deerfield Management Company, L.P.CIK 0001009258 | 10% Owner, Other: Possible Members of 10% Group |
| Deerfield Mgmt L.P.CIK 0001010823 | 10% Owner, Other: Possible Members of 10% Group |
| Deerfield Partners, L.P.CIK 0001301041 | 10% Owner, Other: Possible Members of 10% Group |
| Flynn James ECIK 0001352546 | 10% Owner, Other: Possible Members of 10% Group |
| Deerfield Private Design Fund IV, L.P.CIK 0001680307 | 10% Owner, Other: Possible Members of 10% Group |
| Deerfield Mgmt IV, L.P.CIK 0001713467 | 10% Owner, Other: Possible Members of 10% Group |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Nov 12, 2021 | Class A Common Stock | PPurchaseAcquired | +5,000,000 | $1,000.00 | +$50,000,000 | 58,945 | Indirect | |
| Nov 12, 2021 | Class A Common Stock | PPurchaseAcquired | +5,000,000 | $1,000.00 | +$50,000,000 | 58,945 | Indirect | |
| Nov 12, 2021 | Class A Common Stock | JOtherDisposed | −707,960 | $0.00 | $0 | 40 | Indirect | |
| Nov 12, 2021 | Class A Common Stock | JOtherDisposed | −14,887 | $0.00 | $0 | 85,113 | Indirect | |
| Nov 12, 2021 | Class A Common Stock | CConversionDisposed | −40 | $0.00 | $0 | 0 | Indirect | |
| Nov 12, 2021 | Class A Common Stock | CConversionDisposed | −85,113 | $0.00 | $0 | 0 | Indirect | |
| Nov 12, 2021 | Class A Common Stock | JOtherAcquired | +3,177,543 | –F8 | – | 3,177,543 | Indirect | |
| Nov 12, 2021 | Class A Common Stock | JOtherAcquired | +625,000 | –F9 | – | 625,000 | Indirect | |
| Nov 12, 2021 | Class A Common Stock | JOtherAcquired | +625,000 | –F9 | – | 625,000 | Indirect |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
Upon the closing of the Issuer's initial business combination, each share of Class B Common Stock converted (automatically in accordance with its terms) into one share of Class A Common Stock for no consideration.
Referenced by the price of 2 transactions in Table I.
- F8
The Sponsor acquired the Private Placement Warrants from the Issuer in connection with the Issuer's initial public offering on March 13, 2020. As a result of the closing of the Business Combination, the Private Placement Warrants will become exercisable as of the date that is 30 days after the closing of the Issuer's initial business combination (i.e., November 12, 2021). The Private Placement Warrants will expire on November 12, 2026 or earlier upon redemption or liquidation. Prior to the closing of the Issuer's initial business combination, the Sponsor elected to be governed by a Maximum Percentage (as defined in the Private Placement Warrants) of 4.9%.
Referenced by the price of 1 transaction in Table II.
- F9
Each Fund acquired the Public Warrants from the Issuer in connection with the Issuer's initial public offering on March 13, 2020. As a result of the closing of the Issuer's initial business combination, the Public Warrants will become exercisable as of the date that is 30 days after the closing of the Issuer's initial business combination (i.e., November 12, 2021). The Public Warrants will expire on November 12, 2026 or earlier upon redemption or liquidation. Prior to the closing of the Issuer's initial business combination, each fund elected to be governed by a Maximum Percentage (as defined in the Public Warrants) of 4.9%.
Referenced by the price of 2 transactions in Table II.
Remarks
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