0001193805-21-000974.txt : 20210702 0001193805-21-000974.hdr.sgml : 20210702 20210702170718 ACCESSION NUMBER: 0001193805-21-000974 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210630 FILED AS OF DATE: 20210702 DATE AS OF CHANGE: 20210702 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) CENTRAL INDEX KEY: 0001009258 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36510 FILM NUMBER: 211071343 BUSINESS ADDRESS: STREET 1: 345 PARK AVENUE SOUTH, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 2125511600 MAIL ADDRESS: STREET 1: 345 PARK AVENUE SOUTH, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 FORMER NAME: FORMER CONFORMED NAME: DEERFIELD MANAGEMENT CO DATE OF NAME CHANGE: 20131114 FORMER NAME: FORMER CONFORMED NAME: DEERFIELD MANAGEMENT CO /NY DATE OF NAME CHANGE: 19981022 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: 001-36510 FILM NUMBER: 211071344 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 Mgmt III, L.P. CENTRAL INDEX KEY: 0001610540 STATE OF INCORPORATION: DE FISCAL YEAR END: 1214 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36510 FILM NUMBER: 211071342 BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-551-1600 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Deerfield Private Design Fund III, L.P. CENTRAL INDEX KEY: 0001603333 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36510 FILM NUMBER: 211071339 BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-551-1600 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Deerfield Mgmt IV, L.P. CENTRAL INDEX KEY: 0001713467 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36510 FILM NUMBER: 211071340 BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-551-1600 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Deerfield Healthcare Innovations Fund, L.P. CENTRAL INDEX KEY: 0001646981 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36510 FILM NUMBER: 211071338 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 Mgmt HIF, L.P. CENTRAL INDEX KEY: 0001665736 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36510 FILM NUMBER: 211071341 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 FORMER NAME: FORMER CONFORMED NAME: Deerfield Mgmt HIF, L.P DATE OF NAME CHANGE: 20160202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Deerfield Private Design Fund IV, L.P. CENTRAL INDEX KEY: 0001680307 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36510 FILM NUMBER: 211071337 BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212)551-1600 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Larimar Therapeutics, Inc. CENTRAL INDEX KEY: 0001374690 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 203857670 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: THREE BALA PLAZA EAST. SUITE 506 CITY: BALA CYNWYD STATE: PA ZIP: 19004 BUSINESS PHONE: 844-511-9056 MAIL ADDRESS: STREET 1: THREE BALA PLAZA EAST. SUITE 506 CITY: BALA CYNWYD STATE: PA ZIP: 19004 FORMER COMPANY: FORMER CONFORMED NAME: ZAFGEN, INC. DATE OF NAME CHANGE: 20100301 FORMER COMPANY: FORMER CONFORMED NAME: ZAFGEN INC DATE OF NAME CHANGE: 20060906 4 1 e620772_4-larimar.xml X0306 4 2021-06-30 0 0001374690 Larimar Therapeutics, Inc. LRMR 0001352546 Flynn James E 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK NY 10010 1 0 1 1 * Director by Deputization 0001009258 DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK NY 10010 1 0 1 1 * Director by Deputization 0001610540 Deerfield Mgmt III, L.P. 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK NY 10010 1 0 1 1 * Director by Deputization 0001665736 Deerfield Mgmt HIF, L.P. 345 PARK AVENUE SOUTH, 12TH FLOOR 37TH FLOOR NEW YORK NY 10010 1 0 1 1 * Director by Deputization 0001713467 Deerfield Mgmt IV, L.P. 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK NY 10010 1 0 1 1 * Director by Deputization 0001603333 Deerfield Private Design Fund III, L.P. 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK NY 10010 1 0 1 1 * Director by Deputization 0001646981 Deerfield Healthcare Innovations Fund, L.P. 345 PARK AVENUE SOUTH, 12TH FLOOR 37TH FLOOR NEW YORK NY 10010 1 0 1 1 * Director by Deputization 0001680307 Deerfield Private Design Fund IV, L.P. 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK NY 10010 1 0 1 1 * Director by Deputization Common Stock 2021-06-30 4 P 0 228569 8.75 A 1943406 I Through Deerfield Private Design Fund III, L.P. Common Stock 2021-06-30 4 P 0 228571 8.75 A 1943423 I Through Deerfield Private Design Fund IV, L.P. Common Stock 2021-06-30 4 P 0 228570 8.75 A 1943420 I Through Deerfield Healthcare Innovations Fund, L.P. The shares reported herein as being held through Deerfield Private Design Fund III, L.P. ("Fund III"), Deerfield Private Design Fund IV, L.P. ("Fund IV") and Deerfield Healthcare Innovations Fund, L.P. ("Deerfield HIF" and, collectively with Fund III and Fund IV, the "Funds") include shares that were previously reported as being held indirectly through Chondrial Therapeutics Holdings, LLC ("Chondrial"), which shares were distributed to the Funds pursuant to a pro rata distribution to the members of Chondrial. 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 Mgmt III, L.P. is the general partner of Fund III. Deerfield Mgmt IV, L.P. is the general partner of Fund IV. Deerfield Mgmt HIF, L.P. is the general partner of Deerfield HIF. 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 IV, L.P., Deerfield Mgmt HIF, L.P. and 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 Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, 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. Jonathan S. Leff, a partner in Deerfield Management, serves as a director of the Issuer. Jonathan Isler, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 to a Form 3 with regard to Proteon Therapeutics, Inc. filed with the Securities and Exchange Commission on August 4, 2017 by Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P., Deerfield International Master Fund, L.P., Deerfield Private Design Fund III, L.P., Deerfield Private Design Fund IV, L.P., Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P., Deerfield Management Company, L.P., and James E. Flynn. /s/ Jonathan Isler, Attorney-in-Fact 2021-07-02 EX-99 2 e620772_ex99.htm

Joint Filer Information

Names:	Deerfield Management Company, L.P., Deerfield Private Design Fund III, L.P., Deerfield Mgmt III, L.P., Deerfield Healthcare Innovations Fund, L.P., Deerfield Mgmt HIF, L.P., Deerfield Private Design Fund IV, L.P., and Deerfield Mgmt IV, L.P.

Address:	345 Park Avenue South, 12th Floor New York, NY 10010

Designated Filer:	James E. Flynn

Issuer and Ticker Symbol:	Larimar Therapeutics, Inc. [LRMR]

Date of Event Requiring Statement:	June 30, 2021

The undersigned, Deerfield Management Company, L.P., Deerfield Private Design Fund III, L.P., Deerfield Mgmt III, L.P., Deerfield Healthcare Innovations Fund, L.P., Deerfield Mgmt HIF, L.P., Deerfield Private Design Fund IV, L.P., and Deerfield Mgmt IV, 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 Larimar Therapeutics, Inc.

Signatures:

DEERFIELD MANAGEMENT COMPANY, L.P.

By: Flynn Management LLC, General Partner

By: /s/ Jonathan Isler