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)
March 31, 2012
|
(Date of Event which Requires Filing of this Statement)
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CUSIP No. 87484H104
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Page 2 of 15 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
17,367,887 Shares (1)
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
17,367,887 Shares (1)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,367,887 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)
46.29% (2)
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 87484H104
|
Page 3 of 15 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
1,261,259 Shares (3)
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
1,261,259 Shares (3)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,261,259 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)
5.51% (4)
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 87484H104
|
Page 4 of 15 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
6,168,833 Shares (5)
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
6,168,833 Shares (5)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,168,833 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)
22.45% (6)
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 87484H104
|
Page 5 of 15 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
9,937,795 Shares (7)
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
9,937,795 Shares (7)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,937,795 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)
32.17% (8)
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 87484H104
|
Page 6 of 15 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
2,344,680 Shares (9)
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
2,344,680 Shares (9)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,344,680 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)
9.87% (10)
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 87484H104
|
Page 7 of 15 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
2,344,680 Shares (11)
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
2,344,680 Shares (11)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,344,680 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)
9.87% (12)
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No. 87484H104
|
Page 8 of 15 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
19,712,567 Shares (13)
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
19,712,567 Shares (13)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,712,567 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)
50.02% (14)
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Date
|
Seller
|
Number of Shares of Common Stock Sold
|
Price
|
March 7, 2012
|
Deerfield Special Situations Fund, L.P.
|
2,296
|
$0.99
|
March 7, 2012
|
Deerfield Special Situations Fund International, Limited
|
4,310
|
$0.99
|
March 7, 2012
|
Deerfield Private Design Fund, L.P.
|
5,513
|
$0.99
|
March 7, 2012
|
Deerfield Private Design International, L.P.
|
8,881
|
$0.99
|
March 8, 2012
|
Deerfield Special Situations Fund, L.P.
|
6,015
|
$1.04
|
March 8, 2012
|
Deerfield Special Situations Fund International, Limited
|
11,285
|
$1.04
|
March 8, 2012
|
Deerfield Private Design Fund, L.P.
|
14,439
|
$1.04
|
March 8, 2012
|
Deerfield Private Design International, L.P.
|
23,261
|
$1.04
|
March 9, 2012
|
Deerfield Special Situations Fund, L.P.
|
16,734
|
$1.20
|
March 9, 2012
|
Deerfield Special Situations Fund International, Limited
|
31,393
|
$1.20
|
March 9, 2012
|
Deerfield Private Design Fund, L.P.
|
40,167
|
$1.20
|
March 9, 2012
|
Deerfield Private Design International, L.P.
|
64,706
|
$1.20
|
March 12, 2012
|
Deerfield Special Situations Fund, L.P.
|
13,472
|
$1.11
|
March 12, 2012
|
Deerfield Special Situations Fund International, Limited
|
25,275
|
$1.11
|
March 12, 2012
|
Deerfield Private Design Fund, L.P.
|
32,339
|
$1.11
|
March 12, 2012
|
Deerfield Private Design International, L.P.
|
52,094
|
$1.11
|
March 13, 2012
|
Deerfield Special Situations Fund, L.P.
|
2,023
|
$1.04
|
March 13, 2012
|
Deerfield Special Situations Fund International, Limited
|
3,796
|
$1.04
|
March 13, 2012
|
Deerfield Private Design Fund, L.P.
|
4,857
|
$1.04
|
March 13, 2012
|
Deerfield Private Design International, L.P.
|
7,824
|
$1.04
|
March 14, 2012
|
Deerfield Special Situations Fund, L.P.
|
3,885
|
$1.01
|
March 14, 2012
|
Deerfield Special Situations Fund International, Limited
|
7,290
|
$1.01
|
March 14, 2012
|
Deerfield Private Design Fund, L.P.
|
9,326
|
$1.01
|
March 14, 2012
|
Deerfield Private Design International, L.P.
|
15,025
|
$1.01
|
May 3, 2012
|
Deerfield Special Situations Fund, L.P.
|
21,816
|
$0.99
|
May 3, 2012
|
Deerfield Special Situations Fund International, Limited
|
30,400
|
$0.99
|
May 3, 2012
|
Deerfield Private Design Fund, L.P.
|
43,600
|
$0.99
|
May 3, 2012
|
Deerfield Private Design International, L.P.
|
70,184
|
$0.99
|
May 3, 2012
|
Deerfield Special Situations Fund, L.P.
|
8,577
|
$0.98
|
May 3, 2012
|
Deerfield Special Situations Fund International, Limited
|
11,900
|
$0.98
|
May 3, 2012
|
Deerfield Private Design Fund, L.P.
|
17,123
|
$0.98
|
May 3, 2012
|
Deerfield Private Design International, L.P.
|
27,500
|
$0.98
|
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*
|