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
Talon Therapeutics, Inc. [ TLON.OB ]

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

X	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)
06/29/2012

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⁽¹⁾	06/29/2012		S		20,604	D	$1.14	167,349	I⁽²⁾	Through Deerfield Special Situations Fund, L.P.⁽²⁾
Common Stock⁽¹⁾	06/29/2012		S		40,619	D	$1.14	329,906	I⁽²⁾	Through Deerfield Special Situations Fund International, Limited⁽³⁾
Common Stock⁽¹⁾	06/29/2012		S		51,091	D	$1.14	414,969	I⁽²⁾	Through Deerfield Private Design Fund, L.P.⁽²⁾
Common Stock⁽¹⁾	06/29/2012		S		82,321	D	$1.14	668,614	I⁽²⁾	Through Deerfield Private Design International, L.P.⁽²⁾
Common Stock⁽¹⁾	07/02/2012		S		9,797	D	$1.2	157,552	I⁽²⁾	Through Deerfield Special Situations Fund, L.P.⁽²⁾
Common Stock⁽¹⁾	07/02/2012		S		17,957	D	$1.2	311,949	I⁽²⁾	Through Deerfield Special Situations Fund International, Limited⁽³⁾
Common Stock⁽¹⁾	07/02/2012		S		53,150	D	$1.2	361,819	I⁽²⁾	Through Deerfield Private Design Fund, L.P.⁽²⁾
Common Stock⁽¹⁾	07/02/2012		S		85,623	D	$1.2	582,991	I⁽²⁾	Through Deerfield Private Design International, L.P.⁽²⁾
Common Stock⁽¹⁾	07/03/2012		S		32,402	D	$1.33	125,150	I⁽²⁾	Through Deerfield Special Situations Fund, L.P.⁽²⁾
Common Stock⁽¹⁾	07/03/2012		S		59,388	D	$1.33	252,561	I⁽²⁾	Through Deerfield Special Situations Fund International, Limited⁽³⁾
Common Stock⁽¹⁾	07/03/2012		S		175,782	D	$1.33	186,037	I⁽²⁾	Through Deerfield Private Design Fund, L.P.⁽²⁾
Common Stock⁽¹⁾	07/03/2012		S		283,180	D	$1.33	299,811	I⁽²⁾	Through Deerfield Private Design International, L.P.⁽²⁾

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 A-2 Convertible Preferred Stock⁽¹⁾	$0.3⁽⁴⁾	06/29/2012		C		397		06/29/2012	⁽⁴⁾⁽⁵⁾	Common Stock	132,333⁽⁴⁾	$100	1,842⁽⁵⁾	I⁽²⁾	Through Deerfield Special Situations Fund, L.P.⁽²⁾
Series A-2 Convertible Preferred Stock⁽¹⁾	$0.3⁽⁴⁾	06/29/2012		C		728		06/29/2012	⁽⁴⁾⁽⁶⁾	Common Stock	242,667⁽⁴⁾	$100	3,378⁽⁶⁾	I⁽³⁾	Through Deerfield Special Situations Fund International, Limited⁽³⁾
Series A-2 Convertible Preferred Stock⁽¹⁾	$0.3⁽⁴⁾	06/29/2012		C		2,155		06/29/2012	⁽⁴⁾⁽⁷⁾	Common Stock	718,333⁽⁴⁾	$100	10,000⁽⁷⁾	I⁽²⁾	Through Deerfield Private Design Fund, L.P.⁽²⁾
Series A-2 Convertible Preferred Stock⁽¹⁾	$0.3⁽⁴⁾	06/29/2012		C		3,472		06/29/2012	⁽⁴⁾⁽⁸⁾	Common Stock	1,157,333⁽⁴⁾	$100	16,110⁽⁸⁾	I⁽²⁾	Through Deerfield Private Design International, L.P.⁽²⁾
Right to acquire Series A-2 Convertible Preferred Stock⁽¹⁾	$0.3⁽⁴⁾	06/29/2012		C			397	⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Common Stock	132,333⁽⁴⁾⁽⁹⁾	⁽⁹⁾	1⁽⁹⁾	I⁽²⁾	Through Deerfield Special Situations Fund, L.P.⁽²⁾
Right to acquire Series A-2 Convertible Preferred Stock⁽¹⁾	$0.3⁽⁴⁾	06/29/2012		C			728	⁽⁶⁾	⁽⁴⁾⁽⁶⁾	Common Stock	242,667⁽⁴⁾⁽¹⁰⁾	⁽¹⁰⁾	1⁽¹⁰⁾	I⁽³⁾	Through Deerfield Special Situations Fund International, Limited⁽³⁾
Right to acquire Series A-2 Convertible Preferred Stock⁽¹⁾	$0.3⁽⁴⁾	06/29/2012		C			2,155	⁽⁷⁾	⁽⁴⁾⁽⁷⁾	Common Stock	718,333⁽⁴⁾⁽¹¹⁾	⁽¹¹⁾	1⁽¹¹⁾	I⁽²⁾	Through Deerfield Private Design Fund, L.P.⁽²⁾
Right to acquire Series A-2 Convertible Preferred Stock⁽¹⁾	$0.3⁽⁴⁾	06/29/2012		C			3,472	⁽⁸⁾	⁽⁴⁾⁽⁸⁾	Common Stock	1,157,333⁽⁴⁾⁽¹²⁾	⁽¹²⁾	1⁽¹²⁾	I⁽²⁾	Through Deerfield Private Design International, L.P.⁽²⁾
Series A-3 Convertible Preferred Stock⁽¹⁾	$0.35⁽¹³⁾	07/03/2012		A		176		07/03/2012	⁽¹³⁾	Common Stock	50,286⁽¹³⁾	$100	176	I⁽²⁾	Through Deerfield Special Situations Fund, L.P.⁽²⁾
Series A-3 Convertible Preferred Stock⁽¹⁾	$0.35⁽¹³⁾	07/03/2012		A		323		07/03/2012	⁽¹³⁾	Common Stock	92,286⁽¹³⁾	$100	323	I⁽³⁾	Through Deerfield Special Situations Fund International, Limited⁽³⁾
Series A-3 Convertible Preferred Stock⁽¹⁾	$0.35⁽¹³⁾	07/03/2012		A		958		07/03/2012	⁽¹³⁾	Common Stock	273,714⁽¹³⁾	$100	958	I⁽²⁾	Through Deerfield Private Design Fund, L.P.⁽²⁾
Series A-3 Convertible Preferred Stock⁽¹⁾	$0.35⁽¹³⁾	07/03/2012		A		1,543		07/03/2012	⁽¹³⁾	Common Stock	440,857⁽¹³⁾	$100	1,543	I⁽²⁾	Through Deerfield Private Design International, L.P.⁽²⁾

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

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

1. Name and Address of Reporting Person^*

DEERFIELD CAPITAL LP

(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 Members 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 Members of 10% Group

1. Name and Address of Reporting Person^*

DEERFIELD PRIVATE DESIGN FUND L P

(Last)

(First)

(Middle)

780 3RD AVE 37TH FL

(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 Members 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 Members of 10% Group

1. Name and Address of Reporting Person^*

DEERFIELD MANAGEMENT CO /NY

(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 Members of 10% Group

1. Name and Address of Reporting Person^*

Deerfield Special Situations Fund International LTD

(Last)

(First)

(Middle)

C/O CITI HEDGE FUND SERVICES (BVI) LTD

BISON COURT, P.O. BOX 3460

(Street)

ROAD TOWN, TORTOLA

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. 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"). The Capital Funds and the Management Fund (each as defined below) share a contractual right to designate one director to the Board of Directors of the Company and are directors-by-deputization solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

2. Deerfield Capital, L.P. is the general partner of Deerfield Special Situations Fund, L.P., Deerfield Private Design Fund, L.P. and Deerfield Private Design International, L.P. (the "Capital 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 Capital 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.

3. Deerfield Management Company, L.P. is the investment manager of Deerfield Special Situations Fund International, Limited (the "Management Fund"). 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 Management Fund 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.

4. Each share of Series A-2 Convertible Preferred Stock ("Series A-2 Preferred") is convertible into such number of shares of common stock of the Company, par value $0.001 ("Common Stock"), as is equal to the accreted value of such share of Series A-2 Preferred divided by a conversion price equal to $0.30 as of January 9, 2012, subject to adjustment pursuant to the terms of the certificate of designation setting forth the designations, preferences, limitations and relative rights of the Series A-2 Preferred. Unless converted or redeemed pursuant to their terms, the Series A-2 Preferred do not expire.

5. The Company issued to Deerfield Special Situations Fund, L.P., in lieu of interest payments as of June 30, 2012 on a loan made by such Reporting Person, 397 shares of Series A-2 Preferred, based on a stated value of $100 per share of Series A-2 Preferred. The number set forth in column 5 represents the number of shares of Series A-2 Preferred issued in respect of such right to acquire in lieu of interest payments.

6. The Company issued to Deerfield Special Situations Fund International, Limited, in lieu of interest payments as of June 30, 2012 on a loan made by such Reporting Person, 728 shares of Series A-2 Preferred, based on a stated value of $100 per share of Series A-2 Preferred. The number set forth in column 5 represents the number of shares of Series A-2 Preferred issued in respect of such right to acquire in lieu of interest payments.

7. The Company issued to Deerfield Private Design Fund, L.P., in lieu of interest payments as of June 30, 2012 on a loan made by such Reporting Person, 2,155 shares of Series A-2 Preferred, based on a stated value of $100 per share of Series A-2 Preferred. The number set forth in column 5 represents the number of shares of Series A-2 Preferred issued in respect of such right to acquire in lieu of interest payments.

8. The Company issued to Deerfield Private Design International, L.P., in lieu of interest payments as of June 30, 2012 on a loan made by such Reporting Person, 3,472 shares of Series A-2 Preferred, based on a stated value of $100 per share of Series A-2 Preferred. The number set forth in column 5 represents the number of shares of Series A-2 Preferred issued in respect of such right to acquire in lieu of interest payments.

9. The Company is required to issue to Deerfield Special Situations Fund, L.P. an additional 401 shares of Series A-2 Preferred, in lieu of interest payments, on September 30, 2012, based on a stated value of $100 per share of Series A-2 Preferred. The total number of shares of Common Stock underlying the aggregate of such shares of Series A-2 Preferred remaining to be issued in respect of such right to acquire in lieu of interest payments (without giving effect to any accretion thereof) is 133,667.

10. The Company is required to issue to Deerfield Special Situations Fund International, Limited an additional 736 shares of Series A-2 Preferred, in lieu of interest payments, on September 30, 2012, based on a stated value of $100 per share of Series A-2 Preferred. The total number of shares of Common Stock underlying the aggregate of such shares of Series A-2 Preferred remaining to be issued in respect of such right to acquire in lieu of interest payments (without giving effect to any accretion thereof) is 245,333.

11. The Company is required to issue to Deerfield Private Design Fund, L.P. an additional 2,179 shares of Series A-2 Preferred, in lieu of interest payments, on September 30, 2012, based on a stated value of $100 per share of Series A-2 Preferred. The total number of shares of Common Stock underlying the aggregate of such shares of Series A-2 Preferred remaining to be issued in respect of such right to acquire in lieu of interest payments (without giving effect to any accretion thereof) is 726,333.

12. The Company is required to issue to Deerfield Private Design International, L.P. an additional 3,510 shares of Series A-2 Preferred, in lieu of interest payments, on September 30, 2012, based on a stated value of $100 per share of Series A-2 Preferred. The total number of shares of Common Stock underlying the aggregate of such shares of Series A-2 Preferred remaining to be issued in respect of such right to acquire in lieu of interest payments (without giving effect to any accretion thereof) is 1,170,000.

13. Each share of Series A-3 Convertible Preferred Stock ("Series A-3 Preferred") is convertible into such number of shares of common stock of the Company, par value $0.001 ("Common Stock"), as is equal to the accreted value of such share of Series A-3 Preferred divided by a conversion price equal to $0.35, subject to adjustment pursuant to the terms of the certificate of designation setting forth the designations, preferences, limitations and relative rights of the Series A-3 Preferred. Unless converted or redeemed pursuant to their terms, the Series A-3 Preferred do not expire.

Remarks:

David Clark, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit C to a Schedule 13G with regard to AngioDynamics, Inc. filed with the Securities and Exchange Commission on August 23, 2011 by Deerfield Capital L.P.; Deerfield Partners, L.P., Deerfield Management Company, L.P.; Deerfield Special Situations Fund, L.P.; Deerfield Special Situations Fund International, Limited; Deerfield International Limited James E. Flynn.

	/s/ David Clark	07/03/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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