0001193805-11-000856.txt : 20110506 0001193805-11-000856.hdr.sgml : 20110506 20110506215932 ACCESSION NUMBER: 0001193805-11-000856 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110504 FILED AS OF DATE: 20110506 DATE AS OF CHANGE: 20110506 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Flynn James E CENTRAL INDEX KEY: 0001352546 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-31255 FILM NUMBER: 11821235 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ISTA PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000930553 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 330511719 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 50 TECHNOLOGY DRIVE CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: 949-788-6000 MAIL ADDRESS: STREET 1: 50 TECHNOLOGY DRIVE CITY: IRVINE STATE: CA ZIP: 92618 FORMER COMPANY: FORMER CONFORMED NAME: ADVANCED CORNEAL SYSTEMS INC DATE OF NAME CHANGE: 20000403 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DEERFIELD MANAGEMENT CO /NY CENTRAL INDEX KEY: 0001009258 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-31255 FILM NUMBER: 11821236 BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2125511600 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DEERFIELD CAPITAL LP CENTRAL INDEX KEY: 0001010823 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-31255 FILM NUMBER: 11821234 BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2125511600 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: DEERFIELD CAPITAL LP ET AL DATE OF NAME CHANGE: 19960318 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DEERFIELD INTERNATIONAL LTD CENTRAL INDEX KEY: 0001061970 STATE OF INCORPORATION: D8 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-31255 FILM NUMBER: 11821232 BUSINESS ADDRESS: STREET 1: C/O HEMISPHERE MGMT LTD HEMISPHERE HOUSE STREET 2: 9 CHURCH ST PO BOX HM 951 CITY: HAMILTON BERMUDA HM DX STATE: D0 ZIP: -- BUSINESS PHONE: 441 295 9166 MAIL ADDRESS: STREET 1: C/O CITI FUND SERVICES (BVI) LTD STREET 2: BISON COURT, PO BOX 3460, ROAD TOWN CITY: TORTOLA STATE: D8 ZIP: -- REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DEERFIELD PARTNERS, LP CENTRAL INDEX KEY: 0001301041 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-31255 FILM NUMBER: 11821233 BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-551-1600 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Deerfield Special Situations Fund, L.P. CENTRAL INDEX KEY: 0001354395 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-31255 FILM NUMBER: 11821231 BUSINESS ADDRESS: STREET 1: 780 3RD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-551-1600 MAIL ADDRESS: STREET 1: 780 3RD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Deerfield Special Situations Fund International LTD CENTRAL INDEX KEY: 0001354397 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-31255 FILM NUMBER: 11821230 BUSINESS ADDRESS: STREET 1: C/O CIT HEDGE FUND SERVICES (B.V.I.), LI STREET 2: BISON COURT, P.O. BOX 3460 CITY: ROAD TOWN, TORTOLA STATE: D8 ZIP: - BUSINESS PHONE: 212-551-1600 MAIL ADDRESS: STREET 1: C/O CIT HEDGE FUND SERVICES (B.V.I.), LI STREET 2: BISON COURT, P.O. BOX 3460 CITY: ROAD TOWN, TORTOLA STATE: D8 ZIP: - REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DEERFIELD PRIVATE DESIGN FUND L P CENTRAL INDEX KEY: 0001397526 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-31255 FILM NUMBER: 11821229 BUSINESS ADDRESS: STREET 1: 780 3RD AVE 37TH FL CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-551-1600 MAIL ADDRESS: STREET 1: 780 3RD AVE 37TH FL CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: DEERFIELD PRIVATE DESIGAN FUND L P DATE OF NAME CHANGE: 20070425 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Deerfield Private Design International, L.P. CENTRAL INDEX KEY: 0001407589 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-31255 FILM NUMBER: 11821228 BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-551-6100 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 4 1 e608414_form4-ista.xml X0303 4 2011-05-04 0 0000930553 ISTA PHARMACEUTICALS INC ISTA 0001352546 Flynn James E 780 THIRD AVENUE 37TH FLOOR NEW YORK NY 10017 0 0 1 1 Possible Member of 10% Group 0001010823 DEERFIELD CAPITAL LP 780 THIRD AVENUE 37TH FLOOR NEW YORK NY 10017 0 0 1 1 Possible Member of 10% Group 0001301041 DEERFIELD PARTNERS, LP 780 THIRD AVENUE 37TH FLOOR NEW YORK NY 10017 0 0 1 1 Possible Member of 10% Group 0001009258 DEERFIELD MANAGEMENT CO /NY 780 THIRD AVENUE, 37TH FLOOR NEW YORK NY 10017 0 0 1 1 Possible Member of 10% Group 0001061970 DEERFIELD INTERNATIONAL LTD C/O CITI FUND SERVICES (BVI) LTD BISON COURT, PO BOX 3460, ROAD TOWN TORTOLA D8 -- VIRGIN ISLANDS, BRITISH 0 0 1 1 Possible Member of 10% Group 0001354395 Deerfield Special Situations Fund, L.P. 780 3RD AVENUE 37TH FLOOR NEW YORK NY 10017 0 0 1 1 Possible Member of 10% Group 0001354397 Deerfield Special Situations Fund International LTD C/O CITI HEDGE FUND SERVICES (BVI) LTD BISON COURT, P.O. BOX 3460 ROAD TOWN, TORTOLA D8 - VIRGIN ISLANDS, BRITISH 0 0 1 1 Possible Member of 10% Group 0001397526 DEERFIELD PRIVATE DESIGN FUND L P 780 3RD AVE 37TH FL NEW YORK NY 10017 0 0 1 1 Possible Member of 10% Group 0001407589 Deerfield Private Design International, L.P. 780 THIRD AVENUE, 37TH FLOOR NEW YORK NY 10017 0 0 1 1 Possible Member of 10% Group Common Stock 2011-05-04 4 S 0 211717 10.52 D 144295 I Through Deerfield Special Situations Fund, L.P. Common Stock 2011-05-04 4 S 0 328995 10.52 D 218368 I Through Deerfield Special Situations Fund International Limited Common Stock 2011-05-04 4 S 0 297290 10.54 D 458491 I Through Deerfield Private Design Fund, L.P. Common Stock 2011-05-04 4 S 0 478946 10.54 D 738686 I Through Deerfield Private Design International, L.P. Common Stock 2011-05-05 4 S 0 10265 10.50 D 134030 I Through Deerfield Special Situations Fund, L.P. Common Stock 2011-05-05 4 S 0 15535 10.50 D 202833 I Through Deerfield Special Situations Fund International Limited Common Stock 2011-05-05 4 S 0 32616 10.50 D 425875 I Through Deerfield Private Design Fund, L.P. Common Stock 2011-05-05 4 S 0 52551 10.50 D 686135 I Through Deerfield Private Design International, L.P. Common Stock 2011-05-06 4 S 0 26375 10.60 D 107655 I Through Deerfield Special Situations Fund, L.P. Common Stock 2011-05-06 4 S 0 39916 10.60 D 162917 I Through Deerfield Special Situations Fund International Limited Common Stock 2011-05-06 4 S 0 83814 10.60 D 342061 I Through Deerfield Private Design Fund, L.P. Common Stock 2011-05-06 4 S 0 135036 10.60 D 551099 I Through Deerfield Private Design International, L.P. Common Stock 80000 D This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Capital, L.P. is the general partner of Deerfield Partners, L.P., Deerfield Special Situations Fund, L.P. and Deerfield Private Design Fund, L.P. and Deerfield Private Design International, L.P. (the "Domestic Funds"). James E. Flynn is the managing member of the general partner of Deerfield Capital, L.P. In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Domestic Funds are 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. Deerfield Management Company, L.P. is the investment manager of Deerfield International Limited and Deerfield Special Situations Fund International Limited (the "Offshore Funds"). James E. Flynn is the managing member of the general partner of Deerfield Management Company, L.P. In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Offshore Funds are 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.24 to $10.84, inclusive. The reporting persons undertake to provide to ISTA Pharmaceuticals, Inc., any security holder of ISTA Pharmaceuticals, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the rages set forth in column 4 of this Form 4 and in the footnotes herein containing transaction price ranges. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.24 to 10.84, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.55 to 10.65, inclusive. Darren Levine, Attorney-In-Fact which is incorporated by reference to Exhibit 24 of the Form 4 filed by the Reporting Persons on June 20, 2007 with respect to Dynavax Technologies Corporation. /s/ Darren Levine 2011-05-06 EX-99 2 e608414_ex99.htm Unassociated Document
 
Joint Filer Information

Names:
Deerfield Capital L.P., Deerfield Partners, L.P., Deerfield Management Company, L.P., Deerfield International Limited, Deerfield Special Situations Fund, L.P., Deerfield Special Situations Fund International Limited, Deerfield Private Design Fund, L.P., Deerfield Private Design International, L.P.
   
Address:
Deerfield Capital, L.P., Deerfield Partners, L.P., Deerfield Management Company, L.P., Deerfield Special Situations Fund, 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
   
Designated Filer:
James E. Flynn
   
Issuer and Ticker Symbol:
ISTA Pharmaceuticals, Inc. [ISTA]
   
   
Date of Earliest Transaction Reported:   
May 4, 2011

The undersigned, Deerfield Capital, L.P., Deerfield Partners, L.P., Deerfield Management Company, L.P., Deerfield International Limited, Deerfield Special Situations Fund, L.P., Deerfield Special Situations Fund International Limited, Deerfield Private Design Fund, L.P. and Deerfield Private Design International, L.P.  are jointly filing the attached Statement of Changes in Beneficial Ownership on Form 4 with James E. Flynn with respect to the beneficial ownership of securities of ISTA Pharmaceuticals, Inc.


Signatures:
   
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 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, 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 INTERNATIONAL LIMITED
   
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