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 Mgmt, 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)
January 11, 2013
|
(Date of Event which Requires Filing of this Statement)
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CUSIP No. 87484H104
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Page 2 of 14 Pages
|
1
|
NAME OF REPORTING PERSONS
Deerfield Mgmt, 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
23,571,146 Shares (1)
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
23,571,146 Shares (1)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,571,146 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)
52.01% (2)
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 87484H104
|
Page 3 of 14 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
1,569,947 Shares (3)
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
1,569,947 Shares (3)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,569,947 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)
6.67% (4)
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 87484H104
|
Page 4 of 14 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
8,426,662 Shares (5)
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
8,426,662 Shares (5)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,426,662 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)
27.77% (6)
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 87484H104
|
Page 5 of 14 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
13,574,537 Shares (7)
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
13,574,537 Shares (7)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,574,537 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)
38.30% (8)
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 87484H104
|
Page 6 of 14 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
26,455,389 Shares (9)
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
26,455,389 Shares (9)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,455,389 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)
54.96% (10)
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 87484H104
|
Page 7 of 14 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
2,884,243 Shares (11)
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
2,884,243 Shares (11)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,884,243 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)
11.62% (12)
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No. 87484H104
|
Page 8 of 14 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
26,455,389 Shares (13)
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
26,455,389 Shares (13)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,455,389 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)
54.96% (14)
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
(1)
|
Reporting Persons
|
(2)
|
Deerfield Mgmt
|
(3)
|
Deerfield Special Situations Fund
|
(4)
|
Deerfield Private Design Fund
|
(5)
|
Deerfield Private Design International
|
(6)
|
Deerfield Management
|
(7)
|
Deerfield Special Situations International
|
(8)
|
Flynn
|
(1)
|
Deerfield Mgmt
|
(2)
|
Deerfield Special Situations Fund
|
(3)
|
Deerfield Private Design Fund
|
(4)
|
Deerfield Private Design International
|
(5)
|
Deerfield Management
|
(6)
|
Deerfield Special Situations International
|
(7)
|
Flynn
|
DEERFIELD MGMT, L.P.
|
|||
By:
|
J.E. Flynn Capital LLC, General Partner | ||
By:
|
/s/ Jonathan Isler | ||
Name:
|
Jonathan Isler
|
||
Title:
|
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 | ||
Name:
|
Jonathan Isler
|
||
Title:
|
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 | ||
Name:
|
Jonathan Isler
|
||
Title:
|
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 | ||
Name:
|
Jonathan Isler
|
||
Title:
|
Attorney-in-Fact*
|
DEERFIELD MANAGEMENT COMPANY, L.P.
|
|||
By:
|
Flynn Management LLC, General Partner | ||
By:
|
/s/ Jonathan Isler | ||
Name:
|
Jonathan Isler
|
||
Title:
|
Attorney-in-Fact*
|
DEERFIELD SPECIAL SITUATIONS FUND INTERNATIONAL LIMITED
|
|||
By:
|
/s/ Jonathan Isler | ||
Name:
|
Jonathan Isler
|
||
Title:
|
Attorney-in-Fact*
|
||
JAMES E. FLYNN
|
|||
/s/ Jonathan Isler
|
|||
Jonathan Isler, Attorney-in-Fact*
|