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

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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
Nivalis Therapeutics, Inc. [ NVLS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2015

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	06/23/2015		C		696,993	A	⁽¹⁾	886,348	I⁽²⁾	Through Deerfield Special Situations Fund, L.P.⁽³⁾
Common Stock	06/23/2015		C		301,027	A	⁽¹⁾	383,237	I⁽²⁾	Through Deerfield Private Design Fund, L.P.⁽³⁾
Common Stock	06/23/2015		C		484,944	A	⁽¹⁾	617,397	I⁽²⁾	Through Deerfield Private Design International, L.P.⁽³⁾
Common Stock	06/23/2015		C		375,592	A	⁽¹⁾	375,592	I⁽²⁾	Through Deerfield Private Design Fund II, L.P.⁽³⁾
Common Stock	06/23/2015		C		430,399	A	⁽¹⁾	430,399	I⁽²⁾	Through Deerfield Private Design International II, L.P.⁽³⁾
Common Stock	06/23/2015		C		133,597	A	⁽¹⁾	1,019,945	I⁽²⁾	Through Deerfield Special Situations Fund, L.P.⁽³⁾
Common Stock	06/23/2015		C		18,825	A	⁽¹⁾	402,062	I⁽²⁾	Through Deerfield Private Design Fund, L.P.⁽³⁾
Common Stock	06/23/2015		C		29,755	A	⁽¹⁾	647,152	I⁽²⁾	Through Deerfield Private Design International, L.P.⁽³⁾
Common Stock	06/23/2015		C		282,984	A	⁽¹⁾	658,576	I⁽²⁾	Through Deerfield Private Design Fund II, L.P.⁽³⁾
Common Stock	06/23/2015		C		324,278	A	⁽¹⁾	754,677	I⁽²⁾	Through Deerfield Private Design International II, L.P.⁽³⁾
Common Stock	06/23/2015		P		104,795	A	$14	1,124,740	I⁽²⁾	Through Deerfield Special Situations Fund, L.P.⁽³⁾
Common Stock	06/23/2015		P		67,666	A	$14	726,242	I⁽²⁾	Through Deerfield Private Design Fund II, L.P.⁽³⁾
Common Stock	06/23/2015		P		77,539	A	$14	832,216	I⁽²⁾	Through Deerfield Private Design International II, 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 1 Preferred Stock	⁽¹⁾	06/23/2015		C			2,013,613	⁽¹⁾	⁽¹⁾	Common Stock	696,993	⁽¹⁾	0	I⁽²⁾	Through Deerfield Special Situations Fund, L.P.⁽³⁾
Series 1 Preferred Stock	⁽¹⁾	06/23/2015		C			869,667	⁽¹⁾	⁽¹⁾	Common Stock	301,027	⁽¹⁾	0	I⁽²⁾	Through Deerfield Private Design Fund, L.P.⁽³⁾
Series 1 Preferred Stock	⁽¹⁾	06/23/2015		C			1,401,003	⁽¹⁾	⁽¹⁾	Common Stock	484,944	⁽¹⁾	0	I⁽²⁾	Through Deerfield Private Design International, L.P.⁽³⁾
Series 1 Preferred Stock	⁽¹⁾	06/23/2015		C			1,085,085	⁽¹⁾	⁽¹⁾	Common Stock	375,592	⁽¹⁾	0	I⁽²⁾	Through Deerfield Private Design Fund II, L.P.⁽³⁾
Series 1 Preferred Stock	⁽¹⁾	06/23/2015		C			1,243,423	⁽¹⁾	⁽¹⁾	Common Stock	430,399	⁽¹⁾	0	I⁽²⁾	Through Deerfield Private Design International II, L.P.⁽³⁾
Series 2 Preferred Stock	⁽¹⁾	06/23/2015		C			385,962	⁽¹⁾	⁽¹⁾	Common Stock	133,597	⁽¹⁾	0	I⁽²⁾	Through Deerfield Special Situations Fund, L.P.⁽³⁾
Series 2 Preferred Stock	⁽¹⁾	06/23/2015		C			54,385	⁽¹⁾	⁽¹⁾	Common Stock	18,825	⁽¹⁾	0	I⁽²⁾	Through Deerfield Private Design Fund, L.P.⁽³⁾
Series 2 Preferred Stock	⁽¹⁾	06/23/2015		C			85,962	⁽¹⁾	⁽¹⁾	Common Stock	29,755	⁽¹⁾	0	I⁽²⁾	Through Deerfield Private Design International, L.P.⁽³⁾
Series 2 Preferred Stock	⁽¹⁾	06/23/2015		C			817,541	⁽¹⁾	⁽¹⁾	Common Stock	282,984	⁽¹⁾	0	I⁽²⁾	Through Deerfield Private Design Fund II, L.P.⁽³⁾
Series 2 Preferred Stock	⁽¹⁾	06/23/2015		C			936,839	⁽¹⁾	⁽¹⁾	Common Stock	324,278	⁽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 Member 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 Member 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 Member 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 Member of 10% Group

1. Name and Address of Reporting Person^*

DEERFIELD PRIVATE DESIGN 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 Member 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 Member of 10% Group

1. Name and Address of Reporting Person^*

Deerfield Private Design International, 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 Member 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 Member of 10% Group

Explanation of Responses:

1. The Series 1 Preferred Stock and Series 2 Preferred Stock (the "Preferred Stock") were convertible at any time into the Issuer's Common Stock, on the basis of 1 share of Common Stock per 2.889 shares of Preferred Stock, and had no expiration date. The Preferred Stock converted into shares of the Issuer's Common Stock prior to the closing of the Issuer's initial public offering of Common Stock. The amounts in column 5 of Table I are presented as if conversion of Series 1 Preferred Stock occurred immediately prior to conversion of Series 2 Preferred Stock.

2. This Form 4 is being filed by the following (the "Reporting Persons"): Deerfield Special Situations Fund, L.P., Deerfield Private Design Fund, L.P., Deerfield Private Design International, L.P., Deerfield Private Design Fund II, L.P., Deerfield Private Design International II, L.P. (collectively, the "Funds"), Deerfield Mgmt, L.P., Deerfield Management Company, L.P. and James E. Flynn.

3. Deerfield Mgmt, L.P. is the general partner, and Deerfield Management Company, L.P. is the investment manager, of the Funds. In accordance with Instruction 4 (b)(iv) to Form 4, 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:

Jonathan Isler, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 to a Form 3 with regard to Avalanche Biotechnologies, Inc. filed with the Securities and Exchange Commission on July 30, 2014 by Deerfield Mgmt L.P., Deerfield Mgmt III, L.P., Deerfield Management Company, L.P., Deerfield Special Situations Fund, L.P., Deerfield Special Situations International Master Fund, L.P., Deerfield Private Design Fund III, L.P. and James E. Flynn.

	/s/ Jonathan Isler	06/25/2015
	** 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).
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