CUSIP No.
|
45031X204
|
13G
|
Page 2 of 16 Pages
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Capital, L.P.
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ý
|
|
3.
|
SEC USE ONLY
|
||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
6,342,132 (1)
|
||
7.
|
SOLE DISPOSITIVE POWER
0
|
||
8.
|
SHARED DISPOSITIVE POWER
6,342,132 (1)
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,342,132 (1)
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.98%
|
||
12.
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No.
|
45031X204
|
13G
|
Page 3 of 16 Pages
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Partners, L.P.
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ý
|
|
3.
|
SEC USE ONLY
|
||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
480,958
|
||
7.
|
SOLE DISPOSITIVE POWER
0
|
||
8.
|
SHARED DISPOSITIVE POWER
480,958
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
480,958
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.16%
|
||
12.
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No.
|
45031X204
|
13G
|
Page 4 of 16 Pages
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Special Situations Fund, L.P.
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ý
|
|
3.
|
SEC USE ONLY
|
||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
757,932 (2)
|
||
7.
|
SOLE DISPOSITIVE POWER
0
|
||
8.
|
SHARED DISPOSITIVE POWER
757,932 (2)
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
757,932 (2)
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.81%
|
||
12.
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No.
|
45031X204
|
13G
|
Page 5 of 16 Pages
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Management Company, L.P.
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ý
|
|
3.
|
SEC USE ONLY
|
||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
1,735,767 (3)
|
||
7.
|
SOLE DISPOSITIVE POWER
0
|
||
8.
|
SHARED DISPOSITIVE POWER
1,735,767 (3)
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,735,767 (3)
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.14%
|
||
12.
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No.
|
45031X204
|
13G
|
Page 6 of 16 Pages
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield International Limited
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ý
|
|
3.
|
SEC USE ONLY
|
||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
642,752
|
||
7.
|
SOLE DISPOSITIVE POWER
0
|
||
8.
|
SHARED DISPOSITIVE POWER
642,752
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
642,752
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.55%
|
||
12.
|
TYPE OF REPORTING PERSON*
CO
|
CUSIP No.
|
45031X204
|
13G
|
Page 7 of 16 Pages
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Special Situations Fund International Limited
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ý
|
|
3.
|
SEC USE ONLY
|
||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
757,932 (4)
|
||
7.
|
SOLE DISPOSITIVE POWER
0
|
||
8.
|
SHARED DISPOSITIVE POWER
757,932 (4)
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
757,932 (4)
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.81%
|
||
12.
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No.
|
45031X204
|
13G
|
Page 8 of 16 Pages
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Private Design Fund, L.P.
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ý
|
|
3.
|
SEC USE ONLY
|
||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
1,965,041 (5)
|
||
7.
|
SOLE DISPOSITIVE POWER
0
|
||
8.
|
SHARED DISPOSITIVE POWER
1,965,041 (5)
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,965,041 (5)
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.53%
|
||
12.
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No.
|
45031X204
|
13G
|
Page 9 of 16 Pages
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Private Design International, L.P.
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ý
|
|
3.
|
SEC USE ONLY
|
||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
3,138,201 (6)
|
||
7.
|
SOLE DISPOSITIVE POWER
0
|
||
8.
|
SHARED DISPOSITIVE POWER
3,138,201 (6)
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,138,201 (6)
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.04%
|
||
12.
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No.
|
45031X204
|
13G
|
Page 10 of 16 Pages
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
James E. Flynn
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ý
|
|
3.
|
SEC USE ONLY
|
||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
80,000
|
|
6.
|
SHARED VOTING POWER
8,077,899 (7)
|
||
7.
|
SOLE DISPOSITIVE POWER
80,000
|
||
8.
|
SHARED DISPOSITIVE POWER
8,077,899 (7)
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,157,899
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.98%
|
||
12.
|
TYPE OF REPORTING PERSON*
IN
|
CUSIP No.
|
45031X204
|
13G
|
Page 11 of 16 Pages
|
Item 1(a). | Name of Issuer: | |
ISTA Pharmaceuticals, Inc.
|
||
Item 1(b). | Address of Issuer's Principal Executive Offices: | |
50 Technology Drive
Irvine, California 92618
|
||
Item 2(a). | Name of Person Filing: | |
James E. Flynn, Deerfield Capital, L.P., Deerfield Partners, L.P., Deerfield
Special Situations Fund, L.P., Deerfield Management Company, L.P., Deerfield
International Limited, Deerfield Special Situations Fund International Limited;
Deerfield Private Design Fund, L.P.; Deerfield Private Design International, L.P.
|
||
Item 2(b). | Address of Principal Business Office, or if None, Residence: | |
James E. Flynn, Deerfield Capital, L.P., Deerfield Partners, 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.,
780 Third Avenue, 37th Floor, New York, NY 10017; Deerfield International Limited,
Deerfield Special Situations Fund International Limited, c/o Citi Hedge Fund
Services (B.V.I.) Ltd., Bison Court, Columbus Centre, P.O. Box 3460, Road Town,
Tortola, D8, British Virgin Islands
|
||
Item 2(c). | Citizenship: | |
Mr. Flynn - United States citizen
Deerfield Capital, L.P., Deerfield Partners, L.P., Deerfield
Special Situations Fund, L.P., Delaware Management Company, L.P. and Deerfield
Private Design Fund, L.P.- Delaware limited partnerships
Deerfield International Limited and Deerfield Special Situations
Fund International Limited - British Virgin Islands corporations
Deerfield Private Design International, L.P. – British Virgin Islands limited
partnership
|
||
Item 2(d). | Title of Class of Securities: | |
Common Stock
|
||
Item 2(e). | CUSIP Number: | |
45031X204
|
||
Item 3. |
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
|
(a) | o | Broker or dealer registered under Section 15 of the Exchange Act. | |
(b) | o | Bank as defined in Section 3(a)(6) of the Exchange Act. | |
(c) | o | Insurance company as defined in Section 3(a)(19) of the Exchange Act. | |
(d) | o | Investment company registered under Section 8 of the Investment Company Act. |
(e) | o | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
CUSIP No.
|
45031X204
|
13G
|
Page 12 of 16 Pages
|
(f) | o | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | |
(g) | o | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | |
(h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; | |
(i) | o | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; | |
(j) | o |
A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
|
|
(k) | o |
Group, in accordance with Rule 13d-1(b)(1)(ii)(K
|
Item 4. | Ownership. |
(a) | Amount beneficially owned**: | ||
Deerfield Capital, L.P. – 6,342,132 shares
Deerfield Partners, L.P. – 480,958 shares
Deerfield Special Situations Fund, L.P. – 757,932 shares
Deerfield Management Company, L.P. – 1,735,767 shares
Deerfield International Limited – 642,752 shares
Deerfield Special Situations Fund International Limited – 1,093,015 shares
Deerfield Private Design Fund, L.P. – 1,965,041 shares
Deerfield Private Design International, L.P. – 3,138,201 shares
James E. Flynn – 8,157,899 shares
|
|||
(b) | Percent of class**: | ||
Deerfield Capital, L.P. – 9.98%
Deerfield Partners, L.P. – 1.16%
Deerfield Special Situations Fund, L.P. – 1.81%
Deerfield Management Company, L.P. – 4.14%
Deerfield International Limited – 1.55%
Deerfield Special Situations Fund International Limited – 2.60%
Deerfield Private Design Fund, L.P. – 4.53%
Deerfield Private Design International, L.P. – 7.04%
James E. Flynn – 9.98%
|
(c) | Number of shares as to which such person has**: | ||||
(i) | Sole power to vote or to direct the vote |
James E. Flynn - 80,000
All other Reporting Persons - 0
|
|||
(ii) | Shared power to vote or to direct the vote |
Deerfield Capital, L.P. – 6,342,132
Deerfield Partners, L.P. – 480,958
Deerfield Special Situations Fund, L.P. – 757,932
Deerfield Management Company,
L.P. – 1,735,767
Deerfield International Limited – 642,752
Deerfield Special Situations Fund
International Limited – 1,093,015
Deerfield Private Design
Fund, L.P. – 1,965,041 shares
Deerfield Private Design
International, L.P. – 3,138,201 shares
James E. Flynn - 8,077,899 shares
|
CUSIP No.
|
45031X204
|
13G
|
Page 13 of 16 Pages
|
(iii) | Sole power to dispose or to direct the disposition of |
James E. Flynn - 80,000
All other Reporting Persons - 0
|
|||
(iv) | Shared power to dispose or to direct the disposition of |
Deerfield Capital, L.P. – 6,342,132
Deerfield Partners, L.P. – 480,958
Deerfield Special Situations Fund, L.P. – 757,932
Deerfield Management Company,
L.P. – 1,735,767
Deerfield International Limited – 642,752
Deerfield Special Situations Fund
International Limited – 1,093,015
Deerfield Private Design
Fund, L.P. – 1,965,041 shares
Deerfield Private Design
International, L.P. – 3,138,201 shares
James E. Flynn - 8,077,899 shares
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
|
|
Item 6.
|
Ownership of More Than Five Percent on Behalf of Another Person. |
|
N/A
|
CUSIP No.
|
45031X204
|
13G
|
Page 14 of 16 Pages
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
|
N/A
|
Item 8.
|
Identification and Classification of Members of the Group. |
|
See Exhibit B
|
Item 9.
|
Notice of Dissolution of Group. |
|
N/A
|
Item 10.
|
Certifications. |
CUSIP No.
|
45031X204
|
13G
|
Page 15 of 16 Pages
|
DEERFIELD CAPITAL, L.P.
|
||
By:
|
J.E. Flynn Capital LLC, General Partner
|
|
By:
|
/s/ Darren Levine
|
|
Darren Levine, Attorney-In-Fact
|
||
DEERFIELD PARTNERS, L.P.
|
||
By:
|
Deerfield Capital, L.P., General Partner
|
|
By:
|
J.E. Flynn Capital LLC, General Partner
|
|
By:
|
/s/ Darren Levine
|
|
|
Darren Levine, 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
|
|
Darren Levine, 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
|
|
Darren Levine, 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
|
|
Darren Levine, Attorney-In-Fact
|
CUSIP No.
|
45031X204
|
13G
|
Page 16 of 16 Pages
|
DEERFIELD MANAGEMENT COMPANY, L.P.
|
||
By:
|
Flynn Management LLC, General Partner
|
|
By:
|
/s/ Darren Levine
|
|
Darren Levine, Attorney-In-Fact
|
DEERFIELD INTERNATIONAL LIMITED
|
||
By:
|
/s/ Darren Levine
|
|
Darren Levine, Attorney-In-Fact
|
DEERFIELD SPECIAL SITUATIONS FUND INTERNATIONAL LIMITED
|
||
By:
|
/s/ Darren Levine
|
|
Darren Levine, Attorney-In-Fact
|
JAMES E. FLYNN
|
||
/s/ Darren Levine
|
||
Darren Levine, Attorney-In-Fact
|
DEERFIELD CAPITAL, L.P.
|
||
By:
|
J.E. Flynn Capital LLC, General Partner
|
|
By:
|
/s/ Darren Levine
|
|
Darren Levine, Attorney-In-Fact
|
||
DEERFIELD PARTNERS, L.P.
|
||
By:
|
Deerfield Capital, L.P., General Partner
|
|
By:
|
J.E. Flynn Capital LLC, General Partner
|
|
By:
|
/s/ Darren Levine
|
|
|
Darren Levine, 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
|
|
Darren Levine, Attorney-In-Fact
|
DEERFIELD MANAGEMENT COMPANY, L.P.
|
||
By:
|
Flynn Management LLC, General Partner
|
|
By:
|
/s/ Darren Levine
|
|
Darren Levine, 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
|
|
Darren Levine, 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
|
|
Darren Levine, Attorney-In-Fact
|
DEERFIELD INTERNATIONAL LIMITED
|
||
By:
|
/s/ Darren Levine
|
|
Darren Levine, Attorney-In-Fact
|
DEERFIELD SPECIAL SITUATIONS FUND INTERNATIONAL LIMITED
|
||
By:
|
/s/ Darren Levine
|
|
Darren Levine, Attorney-In-Fact
|
JAMES E. FLYNN
|
||
/s/ Darren Levine
|
||
Darren Levine, Attorney-In-Fact
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