SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
Flynn James E

(Last) (First) (Middle)
780 THIRD AVENUE
37TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2020
3. Issuer Name and Ticker or Trading Symbol
Oncorus, Inc. [ ONCR ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) X Other (specify below)
*Possible Member of 10% Group
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (1) (1) Common Stock 620,480(1) (1) I Through Deerfield Private Design Fund III, L.P.(3)(4)
Series A Preferred Stock (1) (1) Common Stock 620,480(1) (1) I Through Deerfield Healthcare Innovations Fund, L.P.(3)(4)
Series B Preferred Stock (2) (2) Common Stock 202,670(2) (2) I Through Deerfield Private Design Fund III, L.P.(3)(4)
Series B Preferred Stock (2) (2) Common Stock 202,670(2) (2) I Through Deerfield Healthcare Innovations Fund, L.P.(3)(4)
Series B Preferred Stock (2) (2) Common Stock 202,670(2) (2) I Through Deerfield Partners, L.P.(3)(4)
1. Name and Address of Reporting Person*
Flynn James E

(Last) (First) (Middle)
780 THIRD AVENUE
37TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Deerfield Mgmt HIF, L.P.

(Last) (First) (Middle)
780 THIRD AVENUE
37TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C)

(Last) (First) (Middle)
780 THIRD AVENUE, 37TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Deerfield Healthcare Innovations Fund, L.P.

(Last) (First) (Middle)
780 THIRD AVENUE
37TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
DEERFIELD PARTNERS, L.P.

(Last) (First) (Middle)
780 THIRD AVENUE
37TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Deerfield Mgmt III, L.P.

(Last) (First) (Middle)
780 THIRD AVENUE, 37TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Deerfield Private Design Fund III, L.P.

(Last) (First) (Middle)
780 THIRD AVENUE, 37TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Deerfield Mgmt L.P.

(Last) (First) (Middle)
780 THIRD AVENUE
37TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
Explanation of Responses:
1. Each share of Series A Preferred Stock is convertible into approximately 0.0827 shares of the Issuer's common stock (on an adjusted basis after giving effect to the 1-for-12.0874 reverse split of the Issuer's common stock effected by the Issuer on September 25, 2020) and will automatically convert into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering of common stock.
2. Each share of Series B Preferred Stock is convertible into approximately 0.0827 shares of the Issuer's common stock (on an adjusted basis after giving effect to the 1-for-12.0874 reverse split of the Issuer's common stock effected by the Issuer on September 25, 2020) and will automatically convert into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering of common stock.
3. This Form 3 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 HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P. ("Deerfield Innovations"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. (collectively with Fund III and Deerfield Innovations, 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 III, L.P., Deerfield Mgmt HIF, L.P., Deerfield Mgmt, L.P. and Deerfield Management Company, L.P.
4. In accordance with Instruction 5 (b)(iv) to Form 3, 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.
Remarks:
Please see Joint Filer Information Statement attached as Exhibit 99 hereto. 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 10/01/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

 

Joint Filer Information

 

Name:

Deerfield Mgmt III, L.P., Deerfield Mgmt HIF, L.P., Deerfield Mgmt, L.P., Deerfield Management Company, L.P., Deerfield Private Design Fund III, L.P., Deerfield Healthcare Innovations Fund, L.P., Deerfield Partners, 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 1, 2020

 

The undersigned, Deerfield Mgmt III, L.P., Deerfield Mgmt HIF, L.P., Deerfield Mgmt, L.P., Deerfield Management Company, L.P., Deerfield Private Design Fund III, L.P., Deerfield Healthcare Innovations Fund, L.P. and Deerfield Partners, L.P. are jointly filing the attached Initial Statement of Beneficial Ownership on Form 3 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