SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Flynn James E

(Last)

(First)

(Middle)

780 THIRD AVENUE

37TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TriVascular Technologies, Inc. [ TRIV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Possible Members of 10% Group

3. Date of Earliest Transaction (Month/Day/Year)
04/22/2014

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/22/2014		C		86,834	A	⁽¹⁾	86,834	I⁽²⁾	Through Deerfield Special Situations Fund, L.P.⁽³⁾
Common Stock	04/22/2014		C		71,333	A	⁽¹⁾	71,333	I⁽²⁾	Through Deerfield Special Situations International Master Fund, L.P.⁽³⁾
Common Stock	04/22/2014		C		221,118	A	⁽¹⁾	221,118	I⁽²⁾	Through Deerfield Private Design Fund II, L.P.⁽³⁾
Common Stock	04/22/2014		C		253,384	A	⁽¹⁾	253,384	I⁽²⁾	Through Deerfield Private Design International II, L.P.⁽³⁾
Common Stock	04/22/2014		P		118,150	A	$12	204,984	I⁽²⁾	Through Deerfield Special Situations Fund, L.P.⁽³⁾
Common Stock	04/22/2014		P		94,350	A	$12	165,683	I⁽²⁾	Through Deerfield Special Situations International Master Fund, L.P.⁽³⁾
Common Stock	04/22/2014		P		297,075	A	$12	518,193	I⁽²⁾	Through Deerfield Private Design Fund II, L.P.⁽³⁾
Common Stock	04/22/2014		P		340,425	A	$12	593,809	I⁽²⁾	Through Deerfield Private Design International II, L.P.⁽³⁾
Common Stock	04/22/2014		P		25,020	A	$12.2857	230,004	I⁽²⁾	Through Deerfield Special Situations Fund, L.P.⁽³⁾
Common Stock	04/22/2014		P		19,980	A	$12.2857	185,663	I⁽²⁾	Through Deerfield Special Situations International Master Fund, L.P.⁽³⁾
Common Stock	04/22/2014		P		94,520	A	$11.9651	324,524	I⁽²⁾	Through Deerfield Special Situations Fund, L.P.⁽³⁾
Common Stock	04/22/2014		P		75,480	A	$11.9651	261,143	I⁽²⁾	Through Deerfield Special Situations International Master Fund, L.P.⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series E Preferred Stock	⁽¹⁾	04/22/2014		C			86,834	⁽¹⁾	⁽¹⁾	Common Stock	86,834	⁽¹⁾	0	I⁽²⁾	Through Deerfield Special Situations Fund, L.P.⁽³⁾
Series E Preferred Stock	⁽¹⁾	04/22/2014		C			71,333	⁽¹⁾	⁽¹⁾	Common Stock	71,333	⁽¹⁾	0	I⁽²⁾	Through Deerfield Special Situations International Master Fund, L.P.⁽³⁾
Series E Preferred Stock	⁽¹⁾	04/22/2014		C			221,118	⁽¹⁾	⁽¹⁾	Common Stock	221,118	⁽¹⁾	0	I⁽²⁾	Through Deerfield Private Design Fund II, L.P.⁽³⁾
Series E Preferred Stock	⁽¹⁾	04/22/2014		C			253,384	⁽¹⁾	⁽¹⁾	Common Stock	253,384	⁽¹⁾	0	I⁽²⁾	Through Deerfield Private Design International II, L.P.⁽³⁾

1. Name and Address of Reporting Person^*

Flynn James E

(Last)

(First)

(Middle)

780 THIRD AVENUE

37TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Possible Members of 10% Group

1. Name and Address of Reporting Person^*

Deerfield Mgmt L.P.

(Last)

(First)

(Middle)

780 THIRD AVENUE

37TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Possible Members of 10% Group

1. Name and Address of Reporting Person^*

Deerfield Special Situations Fund, L.P.

(Last)

(First)

(Middle)

780 3RD AVENUE

37TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Possible Members of 10% Group

1. Name and Address of Reporting Person^*

Deerfield Special Situations International Master Fund, L.P.

(Last)

(First)

(Middle)

780 THIRD AVENUE, 37TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Possible Members of 10% Group

1. Name and Address of Reporting Person^*

Deerfield Private Design Fund II, L.P.

(Last)

(First)

(Middle)

780 THIRD AVENUE, 37TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Possible Members of 10% Group

1. Name and Address of Reporting Person^*

DEERFIELD MANAGEMENT CO

(Last)

(First)

(Middle)

780 THIRD AVENUE, 37TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Possible Members of 10% Group

1. Name and Address of Reporting Person^*

Deerfield Private Design International II, L.P.

(Last)

(First)

(Middle)

BISON COURT, P.O. BOX 3460

(Street)

ROAD TOWN, TORTOLA

00000

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Possible Members of 10% Group

Explanation of Responses:

1. The Series E Preferred Stock was convertible at any time into the Issuer's Common Stock, on a one-for-one basis and had no expiration date. The Series E Preferred Stock converted into shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering of Common Stock.

2. 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").

3. Deerfield Mgmt, L.P. is the general partner of Deerfield Special Situations Fund, L.P., Deerfield Special Situations International Master Fund, L.P., Deerfield Private Design Fund II, L.P. and Deerfield Private Design International II, L.P. (collectively, 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. and Deerfield Management Company, L.P. 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, 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:

David Clark, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit C to a Schedule 13G with regard to AngioDynamics, Inc. filed with the Securities and Exchange Commission on August 23, 2011 by Deerfield Capital L.P.; Deerfield Partners, L.P.; Deerfield Management Company, L.P.; Deerfield Special Situations Fund, L.P.; Deerfield Special Situations Fund International, Limited; Deerfield International Limited and James E. Flynn.

	/s/ David Clark	04/22/2014
	** 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 4 (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.