TALON THERAPEUTICS, INC.
|
(Name of Issuer)
Common Stock, $0.001 par value per share
|
(Title of Class of Securities)
87484H104
|
(CUSIP Number)
|
James E. Flynn
Deerfield Capital, L.P.
780 Third Avenue, 37th Floor
New York, New York 10017
(212) 551-1600
With a copy to:
Mark I. Fisher, Esq.
Elliot Press, Esq.
Katten Muchin Rosenman LLP
575 Madison Avenue
New York, New York 10022
(212) 940-8800
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 20, 2011
|
(Date of Event which Requires Filing of this Statement)
|
CUSIP No. 87484H104
|
Page 2 of 13 Pages
|
1
|
NAME OF REPORTING PERSONS
Deerfield Capital, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
8,607,962 Shares (1)
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
8,607,962 Shares (1)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,607,962 Shares (1)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.01% (2)
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 87484H104
|
Page 3 of 13 Pages
|
1
|
NAME OF REPORTING PERSONS
Deerfield Special Situations Fund, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
779,971 Shares (3)
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
779,971 Shares (3)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
779,971 Shares (3)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.61% (4)
|
||
14
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No. 87484H104
|
Page 4 of 13 Pages
|
1
|
NAME OF REPORTING PERSONS
Deerfield Private Design Fund, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
2,998,133 Shares (5)
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
2,998,133 Shares (5)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,998,133 Shares (5)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.89% (6)
|
||
14
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No. 87484H104
|
Page 5 of 13 Pages
|
1
|
NAME OF REPORTING PERSONS
Deerfield Private Design International, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
||
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
4,829,858 Shares (7)
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
4,829,858 Shares (7)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,829,858 Shares (7)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.71% (8)
|
||
14
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No. 87484H104
|
Page 6 of 13 Pages
|
1
|
NAME OF REPORTING PERSONS
Deerfield Management Company, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
1,430,744 Shares (9)
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
1,430,744 Shares (9)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,430,744 Shares (9)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.53% (10)
|
||
14
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No. 87484H104
|
Page 7 of 13 Pages
|
1
|
NAME OF REPORTING PERSONS
Deerfield Special Situations Fund International Limited
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
||
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
1,430,744 Shares (11)
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
1,430,744 Shares (11)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,430,744 Shares (11)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.53% (12)
|
||
14
|
TYPE OF REPORTING PERSON*
CO
|
CUSIP No. 87484H104
|
Page 8 of 13 Pages
|
1
|
NAME OF REPORTING PERSONS
James E. Flynn
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
||
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
10,038,706 Shares (13)
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
10,038,706 Shares (13)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,038,706 Shares (13)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.40% (14)
|
||
14
|
TYPE OF REPORTING PERSON*
IN
|
Date
|
Seller
|
Number of Shares of Common Stock Sold
|
Price
|
May 17, 2011
|
Deerfield Special Situations Fund, L.P.
|
18,489
|
$1.12
|
May 17, 2011
|
Deerfield Special Situations Fund International Limited
|
28,919
|
$1.12
|
May 17, 2011
|
Deerfield Private Design Fund, L.P.
|
46,501
|
$1.12
|
May 17, 2011
|
Deerfield Private Design International, L.P.
|
74,913
|
$1.12
|
May 18, 2011
|
Deerfield Special Situations Fund, L.P.
|
8,406
|
$1.11
|
May 18, 2011
|
Deerfield Special Situations Fund International Limited
|
13,149
|
$1.11
|
May 18, 2011
|
Deerfield Private Design Fund, L.P.
|
21,143
|
$1.11
|
May 18, 2011
|
Deerfield Private Design International, L.P.
|
34,061
|
$1.11
|
May 19, 2011
|
Deerfield Special Situations Fund, L.P.
|
5,698
|
$1.11
|
May 19, 2011
|
Deerfield Special Situations Fund International Limited
|
8,915
|
$1.11
|
May 19, 2011
|
Deerfield Private Design Fund, L.P.
|
14,334
|
$1.11
|
May 19, 2011
|
Deerfield Private Design International, L.P.
|
23,092
|
$1.11
|
May 20, 2011
|
Deerfield Special Situations Fund, L.P.
|
5,365
|
$0.99
|
May 20, 2011
|
Deerfield Special Situations Fund International Limited
|
8,394
|
$0.99
|
May 20, 2011
|
Deerfield Private Design Fund, L.P.
|
7,547
|
$1.00
|
May 20, 2011
|
Deerfield Private Design International, L.P.
|
12,159
|
$1.00
|
May 20, 2011
|
Deerfield Special Situations Fund, L.P.
|
3,000
|
$1.00
|
May 20, 2011
|
Deerfield Special Situations Fund International Limited
|
4,694
|
$1.00
|
May 20, 2011
|
Deerfield Private Design Fund, L.P.
|
13,495
|
$0.99
|
May 20, 2011
|
Deerfield Private Design International, L.P.
|
21,741
|
$0.99
|
May 23, 2011
|
Deerfield Special Situations Fund, L.P.
|
1,774
|
$1.00
|
May 23, 2011
|
Deerfield Special Situations Fund International Limited
|
2,777
|
$1.00
|
May 23, 2011
|
Deerfield Private Design Fund, L.P.
|
4,464
|
$1.00
|
May 23, 2011
|
Deerfield Private Design International, L.P.
|
7,192
|
$1.00
|
May 24, 2011
|
Deerfield Special Situations Fund, L.P.
|
30,779
|
$1.00
|
May 24, 2011
|
Deerfield Special Situations Fund International Limited
|
48,135
|
$1.00
|
May 24, 2011
|
Deerfield Private Design Fund, L.P.
|
77,399
|
$1.00
|
May 24, 2011
|
Deerfield Private Design International, L.P.
|
124,688
|
$1.00
|
DEERFIELD CAPITAL, L.P.
|
|||
By:
|
J.E. Flynn Capital LLC, General Partner | ||
By:
|
/s/ Darren Levine | ||
Name:
|
Darren Levine | ||
Title:
|
Attorney-in-Fact*
|
DEERFIELD SPECIAL SITUATIONS FUND, L.P.
|
|||
By:
|
Deerfield Capital, L.P., General Partner | ||
By:
|
J.E. Flynn Capital LLC, General Partner | ||
By:
|
/s/ Darren Levine | ||
Name:
|
Darren Levine | ||
Title:
|
Attorney-in-Fact*
|
DEERFIELD PRIVATE DESIGN FUND, L.P.
|
|||
By:
|
Deerfield Capital, L.P., General Partner | ||
By:
|
J.E. Flynn Capital LLC, General Partner | ||
By:
|
/s/ Darren Levine | ||
Name:
|
Darren Levine | ||
Title:
|
Attorney-in-Fact*
|
DEERFIELD PRIVATE DESIGN INTERNATIONAL, L.P.
|
|||
By:
|
Deerfield Capital, L.P., General Partner | ||
By:
|
J.E. Flynn Capital LLC, General Partner | ||
By:
|
/s/ Darren Levine | ||
Name:
|
Darren Levine | ||
Title:
|
Attorney-in-Fact*
|
DEERFIELD MANAGEMENT COMPANY, L.P.
|
|||
By:
|
Flynn Management LLC, General Partner | ||
By:
|
/s/ Darren Levine | ||
Name:
|
Darren Levine | ||
Title:
|
Attorney-in-Fact*
|
DEERFIELD SPECIAL SITUATIONS FUND INTERNATIONAL LIMITED
|
|||
By:
|
/s/ Darren Levine | ||
Name:
|
Darren Levine | ||
Title:
|
Attorney-in-Fact*
|
||
JAMES E. FLYNN
|
|||
/s/ Darren Levine
|
|||
Darren Levine, Attorney-in-Fact*
|