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 NY 10017

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Avalanche Biotechnologies, Inc. [ AAVL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
Possible Members of 10% Group
3. Date of Earliest Transaction (Month/Day/Year)
08/05/2014
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)
Code V Amount (A) or (D) Price
Common Stock 08/05/2014 C 184,594 A (1) 184,594 I(2) Through Deerfield Special Situations Fund, L.P.(3)(4)
Common Stock 08/05/2014 C 147,410 A (1) 147,410 I(2) Through Deerfield Special Situations International Master Fund, L.P.(3)(4)
Common Stock 08/05/2014 C 531,208 A (1) 531,208 I(2) Through Deerfield Private Design Fund III, L.P.(3)(4)
Common Stock 08/05/2014 P 42,700 A $17 227,294 I(2) Through Deerfield Special Situations Fund, L.P.(3)(4)
Common Stock 08/05/2014 P 34,223 A $17 181,633 I(2) Through Deerfield Special Situations International Master Fund, L.P.(3)(4)
Common Stock 08/05/2014 P 123,077 A $17 654,285 I(2) Through Deerfield Private Design Fund III, L.P.(3)(4)
Common Stock 08/05/2014 P 44,700 A $17 44,700 I(2) Through Deerfield Partners, L.P.(3)(4)
Common Stock 08/05/2014 P 163,300 A $25.41 208,000 I(2) Through Deerfield Partners, L.P.(3)(4)
Common Stock 08/05/2014 P 7,900 A $25.52 215,900 I(2) Through Deerfield Partners, L.P.(3)(4)
Common Stock 08/05/2014 P 15,100 A $25.79 231,000 I(2) Through Deerfield Partners, L.P.(3)(4)
Common Stock 08/05/2014 P 177,700 A $26.42 408,700 I(2) Through Deerfield Partners, L.P.(3)(4)
Common Stock 08/05/2014 P 10,100 A $27.54 418,800 I(2) Through Deerfield Partners, L.P.(3)(4)
Common Stock 08/05/2014 P 22,400 A $26.14 441,200 I(2) Through Deerfield Partners, L.P.(3)(4)
Common Stock 08/05/2014 P 40,400 A $26.35 481,600 I(2) Through Deerfield Partners, L.P.(3)(4)
Common Stock 08/05/2014 P 25,600 A $24.57 507,200 I(2) Through Deerfield Partners, L.P.(3)(4)
Common Stock 08/05/2014 P 55,300 A $17 55,300 I(2) Through Deerfield International Master Fund, L.P.(3)(4)
Common Stock 08/05/2014 P 201,972 A $25.41 257,272 I(2) Through Deerfield International Master Fund, L.P.(3)(4)
Common Stock 08/05/2014 P 9,800 A $25.52 267,072 I(2) Through Deerfield International Master Fund, L.P.(3)(4)
Common Stock 08/05/2014 P 18,700 A $25.79 285,772 I(2) Through Deerfield International Master Fund, L.P.(3)(4)
Common Stock 08/05/2014 P 219,864 A $26.42 505,636 I(2) Through Deerfield International Master Fund, L.P.(3)(4)
Common Stock 08/05/2014 P 12,400 A $27.54 518,036 I(2) Through Deerfield International Master Fund, L.P.(3)(4)
Common Stock 08/05/2014 P 27,600 A $26.14 545,636 I(2) Through Deerfield International Master Fund, L.P.(3)(4)
Common Stock 08/05/2014 P 49,981 A $26.35 595,617 I(2) Through Deerfield International Master Fund, L.P.(3)(4)
Common Stock 08/05/2014 P 31,650 A $24.57 627,267 I(2) Through Deerfield International Master Fund, L.P.(3)(4)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Preferred Stock (1) 08/05/2014 C 184,594 (1) (1) Common Stock 184,594 (1) 0 I(2) Through Deerfield Special Situations Fund, L.P.(3)(4)
Series B Preferred Stock (1) 08/05/2014 C 147,410 (1) (1) Common Stock 147,410 (1) 0 I(2) Through Deerfield Special Situations International Master Fund, L.P.(3)(4)
Series B Preferred Stock (1) 08/05/2014 C 531,208 (1) (1) Common Stock 531,208 (1) 0 I(2) Through Deerfield Private Design Fund III, L.P.(3)(4)
1. Name and Address of Reporting Person*
Flynn James E

(Last) (First) (Middle)
780 THIRD AVENUE
37TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Deerfield Mgmt L.P.

(Last) (First) (Middle)
780 THIRD AVENUE
37TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Deerfield Special Situations Fund, L.P.

(Last) (First) (Middle)
780 3RD AVENUE
37TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Deerfield Special Situations International Master Fund, L.P.

(Last) (First) (Middle)
780 THIRD AVENUE, 37TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Deerfield Mgmt III, L.P.

(Last) (First) (Middle)
780 THIRD AVENUE, 37TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
DEERFIELD MANAGEMENT CO

(Last) (First) (Middle)
780 THIRD AVENUE, 37TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Deerfield Private Design Fund III, L.P.

(Last) (First) (Middle)
BISON COURT, P.O. BOX 3460

(Street)
ROAD TOWN, TORTOLA D8 00000

(City) (State) (Zip)
1. Name and Address of Reporting Person*
DEERFIELD PARTNERS, LP

(Last) (First) (Middle)
780 THIRD AVENUE
37TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Deerfield International Master Fund, L.P.

(Last) (First) (Middle)
780 THIRD AVENUE, 37TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
Explanation of Responses:
1. The Series B Preferred Stock was convertible at any time into the Issuer's Common Stock, on a one-for-one basis and had no expiration date. The Series B Preferred Stock converted into shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering of Common Stock.
2. 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").
3. Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt, L.P. is the general partner of Deerfield Special Situations Fund, L.P., Deerfield Special Situations International Master Fund, L.P., Deerfield Partners, L.P. and Deerfield International Master Fund, L.P. (collectively with Fund III, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt III, L.P., Deerfield Mgmt, L.P. and Deerfield Management Company, L.P.
4. In accordance with Instruction 5 (b)(iv) to Form 3, 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 III, L.P., Deerfield Mgmt, 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, Attorney-In-Fact 08/05/2014
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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