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)
07/16/2013

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⁾	07/16/2013		C		424,798	A	$0.736⁽⁴⁾	459,050	I⁽²⁾⁽³⁾	Through Deerfield Special Situations Fund, L.P.⁽²⁾⁽³⁾
Common Stock⁽¹⁾	07/16/2013		C		837,215	A	$0.3⁽⁵⁾	1,296,265	I⁽²⁾⁽³⁾	Through Deerfield Special Situations Fund, L.P.⁽²⁾⁽³⁾
Common Stock⁽¹⁾	07/16/2013		C		322,911	A	$0.35⁽⁶⁾	1,619,176	I⁽²⁾⁽³⁾	Through Deerfield Special Situations Fund, L.P.⁽²⁾⁽³⁾
Common Stock⁽¹⁾	07/16/2013		S		1,619,176	D	$0.0561⁽⁷⁾	0	I⁽²⁾⁽³⁾	Through Deerfield Special Situations Fund, L.P.⁽²⁾⁽³⁾
Common Stock⁽¹⁾	07/16/2013		C		778,856	A	$0.736⁽⁴⁾	846,380	I⁽³⁾	Through Deerfield Special Situations Fund International Limited⁽³⁾
Common Stock⁽¹⁾	07/16/2013		C		1,535,573	A	$0.3⁽⁵⁾	2,381,953	I⁽³⁾	Through Deerfield Special Situations Fund International Limited⁽³⁾
Common Stock⁽¹⁾	07/16/2013		C		592,613	A	$0.35⁽⁶⁾	2,974,566	I⁽³⁾	Through Deerfield Special Situations Fund International Limited⁽³⁾
Common Stock⁽¹⁾	07/16/2013		S		2,974,566	D	$0.0561⁽⁷⁾	0	I⁽³⁾	Through Deerfield Special Situations Fund International Limited⁽³⁾
Common Stock⁽¹⁾	07/16/2013		C		2,305,753	A	$0.736⁽⁴⁾	2,390,687	I⁽²⁾⁽³⁾	Through Deerfield Private Design Fund, L.P.⁽²⁾⁽³⁾
Common Stock⁽¹⁾	07/16/2013		C		4,545,880	A	$0.3⁽⁵⁾	6,936,567	I⁽²⁾⁽³⁾	Through Deerfield Private Design Fund, L.P.⁽²⁾⁽³⁾
Common Stock⁽¹⁾	07/16/2013		C		1,757,664	A	$0.35⁽⁶⁾	8,694,231	I⁽²⁾⁽³⁾	Through Deerfield Private Design Fund, L.P.⁽²⁾⁽³⁾
Common Stock⁽¹⁾	07/16/2013		S		8,694,231	D	$0.0561⁽⁷⁾	0	I⁽²⁾⁽³⁾	Through Deerfield Private Design Fund, L.P.⁽²⁾⁽³⁾
Common Stock⁽¹⁾	07/16/2013		C		3,714,455	A	$0.736⁽⁴⁾	3,851,304	I⁽²⁾⁽³⁾	Through Deerfield Private Design International, L.P.⁽²⁾⁽³⁾
Common Stock⁽¹⁾	07/16/2013		C		7,323,275	A	$0.3⁽⁵⁾	11,174,579	I⁽²⁾⁽³⁾	Through Deerfield Private Design International, L.P.⁽²⁾⁽³⁾
Common Stock⁽¹⁾	07/16/2013		C		2,830,978	A	$0.35⁽⁶⁾	14,005,557	I⁽²⁾⁽³⁾	Through Deerfield Private Design International, L.P.⁽²⁾⁽³⁾
Common Stock⁽¹⁾	07/16/2013		S		14,005,557	D	$0.0561⁽⁷⁾	0	I⁽²⁾⁽³⁾	Through Deerfield Private Design International, L.P.⁽²⁾⁽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 A-1 Convertible Preferred Stock⁽¹⁾	$0.736⁽⁴⁾	07/16/2013		C			2,426	⁽⁴⁾	⁽⁴⁾	Common Stock	424,798⁽⁴⁾	⁽⁴⁾	0	I⁽²⁾⁽³⁾	Through Deerfield Special Situations Fund, L.P.⁽²⁾⁽³⁾
Series A-1 Convertible Preferred Stock⁽¹⁾	$0.736⁽⁴⁾	07/16/2013		C			4,448	⁽⁴⁾	⁽⁴⁾	Common Stock	778,856⁽⁴⁾	⁽⁴⁾	0	I⁽³⁾	Through Deerfield Special Situations Fund International Limited⁽³⁾
Series A-1 Convertible Preferred Stock⁽¹⁾	$0.736⁽⁴⁾	07/16/2013		C			13,168	⁽⁴⁾	⁽⁴⁾	Common Stock	2,305,753⁽⁴⁾	⁽⁴⁾	0	I⁽²⁾⁽³⁾	Through Deerfield Private Design Fund, L.P.⁽²⁾⁽³⁾
Series A-1 Convertible Preferred Stock⁽¹⁾	$0.736⁽⁴⁾	07/16/2013		C			21,213	⁽⁴⁾	⁽⁴⁾	Common Stock	3,714,455⁽⁴⁾	⁽⁴⁾	0	I⁽²⁾⁽³⁾	Through Deerfield Private Design International, L.P.⁽²⁾⁽³⁾
Series A-2 Convertible Preferred Stock⁽¹⁾	$0.3⁽⁵⁾	07/16/2013		C			2,243	⁽⁵⁾	⁽⁵⁾	Common Stock	837,215⁽⁵⁾	⁽⁵⁾	0	I⁽²⁾⁽³⁾	Through Deerfield Special Situations Fund, L.P.⁽²⁾⁽³⁾
Series A-2 Convertible Preferred Stock⁽¹⁾	$0.3⁽⁵⁾	07/16/2013		C			4,114	⁽⁵⁾	⁽⁵⁾	Common Stock	1,535,573⁽⁵⁾	⁽⁵⁾	0	I⁽³⁾	Through Deerfield Special Situations Fund International Limited⁽³⁾
Series A-2 Convertible Preferred Stock⁽¹⁾	$0.3⁽⁵⁾	07/16/2013		C			12,179	⁽⁵⁾	⁽⁵⁾	Common Stock	4,545,880⁽⁵⁾	⁽⁵⁾	0	I⁽²⁾⁽³⁾	Through Deerfield Private Design Fund, L.P.⁽²⁾⁽³⁾
Series A-2 Convertible Preferred Stock⁽¹⁾	$0.3⁽⁵⁾	07/16/2013		C			19,620	⁽⁵⁾	⁽⁵⁾	Common Stock	7,323,275⁽⁵⁾	⁽⁵⁾	0	I⁽²⁾⁽³⁾	Through Deerfield Private Design International, L.P.⁽²⁾⁽³⁾
Series A-3 Convertible Preferred Stock⁽¹⁾	$0.35⁽⁶⁾	07/16/2013		C			1,056	⁽⁶⁾	⁽⁶⁾	Common Stock	322,911⁽⁶⁾	⁽⁶⁾	0	I⁽²⁾⁽³⁾	Through Deerfield Special Situations Fund, L.P.⁽²⁾⁽³⁾
Series A-3 Convertible Preferred Stock⁽¹⁾	$0.35⁽⁶⁾	07/16/2013		C			1,938	⁽⁶⁾	⁽⁶⁾	Common Stock	592,613⁽⁴⁾	⁽⁶⁾	0	I⁽³⁾	Through Deerfield Special Situations Fund International Limited⁽³⁾
Series A-3 Convertible Preferred Stock⁽¹⁾	$0.35⁽⁶⁾	07/16/2013		C			5,748	⁽⁶⁾	⁽⁶⁾	Common Stock	1,757,664⁽⁶⁾	⁽⁶⁾	0	I⁽²⁾⁽³⁾	Through Deerfield Private Design Fund, L.P.⁽²⁾⁽³⁾
Series A-3 Convertible Preferred Stock⁽¹⁾	$0.35⁽⁶⁾	07/16/2013		C			9,258	⁽⁶⁾	⁽⁶⁾	Common Stock	2,830,978⁽⁶⁾	⁽⁶⁾	0	I⁽²⁾⁽³⁾	Through Deerfield Private Design International, L.P.⁽²⁾⁽³⁾
Common Stock Warrants (right to buy)⁽¹⁾	$1.2	07/16/2013		S			21,414	10/08/2009	10/08/2016	Common Stock	21,414	$0.3784	0	I⁽²⁾⁽³⁾	Through Deerfield Special Situations Fund, L.P.⁽²⁾⁽³⁾
Common Stock Warrants (right to buy)⁽¹⁾	$1.2	07/16/2013		S			39,249	10/08/2009	10/08/2016	Common Stock	39,249	$0.3784	0	I⁽³⁾	Through Deerfield Special Situations Fund International Limited⁽³⁾
Common Stock Warrants (right to buy)⁽¹⁾	$1.2	07/16/2013		S			116,172	10/08/2009	10/08/2016	Common Stock	116,172	$0.3784	0	I⁽²⁾⁽³⁾	Through Deerfield Private Design Fund, L.P.⁽²⁾⁽³⁾
Common Stock Warrants (right to buy)⁽¹⁾	$1.2	07/16/2013		S			187,149	10/08/2009	10/08/2016	Common Stock	187,149	$0.3784	0	I⁽²⁾⁽³⁾	Through Deerfield Private Design International, L.P.⁽²⁾⁽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

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 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 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"). As of the transaction dates, the Funds (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 Mgmt, 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 Mgmt, 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 advisor of the Capital Funds and Deerfield Special Situations Fund International Limited (collectively, the "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 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.

4. Each share of Series A-1 Convertible Preferred Stock ("Series A-1 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-1 Preferred divided by a conversion price equal to $0.736, 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-1 Preferred. Unless converted or redeemed pursuant to their terms, the Series A-1 Preferred do not expire.

5. Each share of Series A-2 Convertible Preferred Stock ("Series A-2 Preferred") is convertible into such number of shares of 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, 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.

6. Each share of Series A-3 Convertible Preferred Stock ("Series A-3 Preferred") is convertible into such number of shares of 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.

7. The reporting person also received one contingent value right ("CVR") issued by Spectrum Pharmaceuticals, Inc. for each share of Common Stock disposed of hereunder.

Remarks:

Jonathan Isler, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 to a Form 4 with regard to Talon Therapeutics, Inc. filed with the Securities and Exchange Commission on August 21, 2012 by Deerfield Mgmt L.P., Deerfield Management Company, L.P., Deerfield Special Situations Fund, L.P., Deerfield Special Situations Fund International Limited, Deerfield Private Design Fund, L.P., Deerfield Private Design International, L.P. and James E. Flynn.

	/s/ Jonathan Isler	07/18/2013
	** 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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