0001193805-13-001292.txt : 20130718 0001193805-13-001292.hdr.sgml : 20130718 20130718170919 ACCESSION NUMBER: 0001193805-13-001292 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130716 FILED AS OF DATE: 20130718 DATE AS OF CHANGE: 20130718 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Talon Therapeutics, Inc. CENTRAL INDEX KEY: 0001140028 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 320064979 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2207 BRIDGEPOINTE PARKWAY STREET 2: SUITE 250 CITY: SAN MATEO STATE: CA ZIP: 94404 BUSINESS PHONE: 650-588-6404 MAIL ADDRESS: STREET 1: 2207 BRIDGEPOINTE PARKWAY STREET 2: SUITE 250 CITY: SAN MATEO STATE: CA ZIP: 94404 FORMER COMPANY: FORMER CONFORMED NAME: Hana Biosciences Inc DATE OF NAME CHANGE: 20041006 FORMER COMPANY: FORMER CONFORMED NAME: EMAIL REAL ESTATE COM INC DATE OF NAME CHANGE: 20010504 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Deerfield Special Situations Fund International LTD CENTRAL INDEX KEY: 0001354397 STATE OF INCORPORATION: D8 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32626 FILM NUMBER: 13975363 BUSINESS ADDRESS: STREET 1: BISON COURT STREET 2: ROAD TOWN CITY: TORTOLA STATE: D8 ZIP: - BUSINESS PHONE: 212-551-1600 MAIL ADDRESS: STREET 1: BISON COURT STREET 2: ROAD TOWN CITY: TORTOLA STATE: D8 ZIP: - REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DEERFIELD MANAGEMENT CO /NY CENTRAL INDEX KEY: 0001009258 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32626 FILM NUMBER: 13975364 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Deerfield Private Design International, L.P. CENTRAL INDEX KEY: 0001407589 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32626 FILM NUMBER: 13975365 BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-551-6100 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 L P CENTRAL INDEX KEY: 0001397526 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32626 FILM NUMBER: 13975366 BUSINESS ADDRESS: STREET 1: 780 3RD AVE 37TH FL CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-551-1600 MAIL ADDRESS: STREET 1: 780 3RD AVE 37TH FL CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: DEERFIELD PRIVATE DESIGAN FUND L P DATE OF NAME CHANGE: 20070425 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: 001-32626 FILM NUMBER: 13975368 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: Flynn James E CENTRAL INDEX KEY: 0001352546 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32626 FILM NUMBER: 13975369 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 Special Situations Fund, L.P. CENTRAL INDEX KEY: 0001354395 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32626 FILM NUMBER: 13975367 BUSINESS ADDRESS: STREET 1: 780 3RD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-551-1600 MAIL ADDRESS: STREET 1: 780 3RD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 4 1 e611123_form4-talon.xml X0306 4 2013-07-16 1 0001140028 Talon Therapeutics, Inc. TLON.OB 0001352546 Flynn James E 780 THIRD AVENUE 37TH FLOOR NEW YORK NY 10017 1 0 1 1 Possible Members of 10% Group 0001010823 Deerfield Mgmt L.P. 780 THIRD AVENUE 37TH FLOOR NEW YORK NY 10017 0 0 1 1 Possible Members of 10% Group 0001354395 Deerfield Special Situations Fund, L.P. 780 3RD AVENUE 37TH FLOOR NEW YORK NY 10017 0 0 1 1 Possible Members of 10% Group 0001397526 DEERFIELD PRIVATE DESIGN FUND L P 780 3RD AVE 37TH FL NEW YORK NY 10017 0 0 1 1 Possible Members of 10% Group 0001407589 Deerfield Private Design International, L.P. 780 THIRD AVENUE, 37TH FLOOR NEW YORK NY 10017 0 0 1 1 Possible Members of 10% Group 0001009258 DEERFIELD MANAGEMENT CO /NY 780 THIRD AVENUE, 37TH FLOOR NEW YORK NY 10017 0 0 1 1 Possible Members of 10% Group 0001354397 Deerfield Special Situations Fund International LTD C/O CITI HEDGE FUND SERVICES (BVI) LTD BISON COURT, P.O. BOX 3460 ROAD TOWN, TORTOLA D8 - VIRGIN ISLANDS, BRITISH 0 0 1 1 Possible Members of 10% Group Common Stock 2013-07-16 4 C 0 424798 0.736 A 459050 I Through Deerfield Special Situations Fund, L.P. Common Stock 2013-07-16 4 C 0 837215 0.30 A 1296265 I Through Deerfield Special Situations Fund, L.P. Common Stock 2013-07-16 4 C 0 322911 0.350 A 1619176 I Through Deerfield Special Situations Fund, L.P. Common Stock 2013-07-16 4 S 0 1619176 .0561 D 0 I Through Deerfield Special Situations Fund, L.P. Common Stock 2013-07-16 4 C 0 778856 0.736 A 846380 I Through Deerfield Special Situations Fund International Limited Common Stock 2013-07-16 4 C 0 1535573 0.30 A 2381953 I Through Deerfield Special Situations Fund International Limited Common Stock 2013-07-16 4 C 0 592613 0.350 A 2974566 I Through Deerfield Special Situations Fund International Limited Common Stock 2013-07-16 4 S 0 2974566 .0561 D 0 I Through Deerfield Special Situations Fund International Limited Common Stock 2013-07-16 4 C 0 2305753 0.736 A 2390687 I Through Deerfield Private Design Fund, L.P. Common Stock 2013-07-16 4 C 0 4545880 0.30 A 6936567 I Through Deerfield Private Design Fund, L.P. Common Stock 2013-07-16 4 C 0 1757664 0.350 A 8694231 I Through Deerfield Private Design Fund, L.P. Common Stock 2013-07-16 4 S 0 8694231 .0561 D 0 I Through Deerfield Private Design Fund, L.P. Common Stock 2013-07-16 4 C 0 3714455 0.736 A 3851304 I Through Deerfield Private Design International, L.P. Common Stock 2013-07-16 4 C 0 7323275 0.30 A 11174579 I Through Deerfield Private Design International, L.P. Common Stock 2013-07-16 4 C 0 2830978 0.350 A 14005557 I Through Deerfield Private Design International, L.P. Common Stock 2013-07-16 4 S 0 14005557 .0561 D 0 I Through Deerfield Private Design International, L.P. Series A-1 Convertible Preferred Stock 0.736 2013-07-16 4 C 0 2426 D Common Stock 424798 0 I Through Deerfield Special Situations Fund, L.P. Series A-1 Convertible Preferred Stock 0.736 2013-07-16 4 C 0 4448 D Common Stock 778856 0 I Through Deerfield Special Situations Fund International Limited Series A-1 Convertible Preferred Stock 0.736 2013-07-16 4 C 0 13168 D Common Stock 2305753 0 I Through Deerfield Private Design Fund, L.P. Series A-1 Convertible Preferred Stock 0.736 2013-07-16 4 C 0 21213 D Common Stock 3714455 0 I Through Deerfield Private Design International, L.P. Series A-2 Convertible Preferred Stock 0.30 2013-07-16 4 C 0 2243 D Common Stock 837215 0 I Through Deerfield Special Situations Fund, L.P. Series A-2 Convertible Preferred Stock 0.30 2013-07-16 4 C 0 4114 D Common Stock 1535573 0 I Through Deerfield Special Situations Fund International Limited Series A-2 Convertible Preferred Stock 0.30 2013-07-16 4 C 0 12179 D Common Stock 4545880 0 I Through Deerfield Private Design Fund, L.P. Series A-2 Convertible Preferred Stock 0.30 2013-07-16 4 C 0 19620 D Common Stock 7323275 0 I Through Deerfield Private Design International, L.P. Series A-3 Convertible Preferred Stock 0.35 2013-07-16 4 C 0 1056 D Common Stock 322911 0 I Through Deerfield Special Situations Fund, L.P. Series A-3 Convertible Preferred Stock 0.35 2013-07-16 4 C 0 1938 D Common Stock 592613 0 I Through Deerfield Special Situations Fund International Limited Series A-3 Convertible Preferred Stock 0.35 2013-07-16 4 C 0 5748 D Common Stock 1757664 0 I Through Deerfield Private Design Fund, L.P. Series A-3 Convertible Preferred Stock 0.35 2013-07-16 4 C 0 9258 D Common Stock 2830978 0 I Through Deerfield Private Design International, L.P. Common Stock Warrants (right to buy) 1.20 2013-07-16 4 S 0 21414 .3784 D 2009-10-08 2016-10-08 Common Stock 21414 0 I Through Deerfield Special Situations Fund, L.P. Common Stock Warrants (right to buy) 1.20 2013-07-16 4 S 0 39249 .3784 D 2009-10-08 2016-10-08 Common Stock 39249 0 I Through Deerfield Special Situations Fund International Limited Common Stock Warrants (right to buy) 1.20 2013-07-16 4 S 0 116172 .3784 D 2009-10-08 2016-10-08 Common Stock 116172 0 I Through Deerfield Private Design Fund, L.P. Common Stock Warrants (right to buy) 1.20 2013-07-16 4 S 0 187149 .3784 D 2009-10-08 2016-10-08 Common Stock 187149 0 I Through Deerfield Private Design International, L.P. 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"). As of the transaction dates, the Funds (as defined below) share a contractual right to designate one director to the Board of Directors of the Company and are directors-by-deputization solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. Deerfield Mgmt, L.P. is the general partner of Deerfield Special Situations Fund, L.P., Deerfield Private Design Fund, L.P. and Deerfield Private Design International, L.P. (the "Capital Funds"). James E. Flynn is the managing member of the general partner of Deerfield Mgmt, L.P. In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Capital Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, 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. Deerfield Management Company, L.P. is the investment advisor of the Capital Funds and Deerfield Special Situations Fund International Limited (collectively, the "Funds"). James E. Flynn is the managing member of the general partner of 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, 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 A-1 Convertible Preferred Stock ("Series A-1 Preferred") is convertible into such number of shares of common stock of the Company, par value $0.001 ("Common Stock"), as is equal to the accreted value of such share of Series A-1 Preferred divided by a conversion price equal to $0.736, subject to adjustment pursuant to the terms of the certificate of designation setting forth the designations, preferences, limitations and relative rights of the Series A-1 Preferred. Unless converted or redeemed pursuant to their terms, the Series A-1 Preferred do not expire. Each share of Series A-2 Convertible Preferred Stock ("Series A-2 Preferred") is convertible into such number of shares of Common Stock as is equal to the accreted value of such share of Series A-2 Preferred divided by a conversion price equal to $0.30, subject to adjustment pursuant to the terms of the certificate of designation setting forth the designations, preferences, limitations and relative rights of the Series A-2 Preferred. Unless converted or redeemed pursuant to their terms, the Series A-2 Preferred do not expire. Each share of Series A-3 Convertible Preferred Stock ("Series A-3 Preferred") is convertible into such number of shares of Common Stock as is equal to the accreted value of such share of Series A-3 Preferred divided by a conversion price equal to $0.35, subject to adjustment pursuant to the terms of the certificate of designation setting forth the designations, preferences, limitations and relative rights of the Series A-3 Preferred. Unless converted or redeemed pursuant to their terms, the Series A-3 Preferred do not expire. The reporting person also received one contingent value right ("CVR") issued by Spectrum Pharmaceuticals, Inc. for each share of Common Stock disposed of hereunder. Jonathan Isler, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 to a Form 4 with regard to Talon Therapeutics, Inc. filed with the Securities and Exchange Commission on August 21, 2012 by Deerfield Mgmt L.P., Deerfield Management Company, L.P., Deerfield Special Situations Fund, L.P., Deerfield Special Situations Fund International Limited, Deerfield Private Design Fund, L.P., Deerfield Private Design International, L.P. and James E. Flynn. /s/ Jonathan Isler 2013-07-18 EX-99 2 e611123_ex99.htm Unassociated Document
Joint Filer Information

Names: 
Deerfield Mgmt L.P., Deerfield Special Situations Fund, L.P., Deerfield Management Company, L.P., Deerfield Special Situations Fund International, Limited, Deerfield Private Design Fund, L.P. and Deerfield Private Design International, L.P.
 
Address: 
Deerfield Mgmt, L.P., Deerfield Special Situations Fund, L.P., Deerfield Management Company, L.P., Deerfield Private Design Fund, L.P. and Deerfield Private Design International, L.P.
780 Third Avenue, 37th Floor
New York, NY  10017

Deerfield Special Situations Fund International Limited:
c/o Citi Hedge Fund Services (B.V.I.) Ltd.
Bison Court, P.O. Box 3460
Road Town, Tortola, D8,
British Virgin Islands

Designated Filer:
James E. Flynn

Issuer and Ticker Symbol:
Talon Therapeutics, Inc. (TLON.OB)

Date of Event Requiring Statement:
July 16, 2013
 
The undersigned, Deerfield Mgmt, L.P., Deerfield Special Situations Fund, L.P., Deerfield Management Company, L.P., Deerfield Private Design Fund, L.P., Deerfield Private Design International, L.P. and Deerfield Special Situations Fund International Limited 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 Talon Therapeutics, Inc.

Signatures:

DEERFIELD MGMT, L.P.

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

By: /s/ Jonathan Isler
       Jonathan Isler, Attorney-in-Fact


DEERFIELD SPECIAL SITUATIONS FUND, 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
 
 
 
 

 
DEERFIELD PRIVATE DESIGN FUND, 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


DEERFIELD PRIVATE DESIGN INTERNATIONAL, 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


DEERFIELD MANAGEMENT COMPANY, L.P.

By:  Flynn Management LLC, General Partner

By: /s/ Jonathan Isler
       Jonathan Isler, Attorney-in-Fact


DEERFIELD SPECIAL SITUATIONS FUND INTERNATIONAL LIMITED
 
By: /s/ Jonathan Isler
       Jonathan Isler, Attorney-in-Fact