CUSIP No.
|
05463X106
|
13G
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Page 2 of 11
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1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Mgmt, L.P.
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||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ý
|
|
3.
|
SEC USE ONLY
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||
4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
3,870,824 (1)
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||
7.
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SOLE DISPOSITIVE POWER
0
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||
8.
|
SHARED DISPOSITIVE POWER
3,870,824 (1)
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||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,870,824 (1)
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||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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o
|
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.98%
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||
12.
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TYPE OF REPORTING PERSON*
PN
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CUSIP No.
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05463X106
|
13G
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Page 3 of 11 |
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Management Company, L.P.
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ý
|
|
3.
|
SEC USE ONLY
|
||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
3,870,824 (2)
|
||
7.
|
SOLE DISPOSITIVE POWER
0
|
||
8.
|
SHARED DISPOSITIVE POWER
3,870,824 (2)
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,870,824 (2)
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
o
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.98%
|
||
12.
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TYPE OF REPORTING PERSON*
PN
|
CUSIP No.
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05463X106
|
13G
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Page 4 of 11 |
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Special Situations Fund, L.P.
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ý
|
|
3.
|
SEC USE ONLY
|
||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
3,870,824
|
||
7.
|
SOLE DISPOSITIVE POWER
0
|
||
8.
|
SHARED DISPOSITIVE POWER
3,870,824
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,870,824
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
o
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.98%
|
||
12.
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TYPE OF REPORTING PERSON*
PN
|
CUSIP No.
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05463X106
|
13G
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Page 5 of 11 |
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Special Situations International Master Fund, L.P.
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ý
|
|
3.
|
SEC USE ONLY
|
||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
0
|
||
7.
|
SOLE DISPOSITIVE POWER
0
|
||
8.
|
SHARED DISPOSITIVE POWER
0
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
o
|
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.00%
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12.
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TYPE OF REPORTING PERSON*
PN
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CUSIP No.
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05463X106
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13G
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Page 6 of 11 |
1.
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
James E. Flynn
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2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ý
|
|
3.
|
SEC USE ONLY
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||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
3,870,824 (3)
|
||
7.
|
SOLE DISPOSITIVE POWER
0
|
||
8.
|
SHARED DISPOSITIVE POWER
3,870,824 (3)
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,870,824 (3)
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
o
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.98%
|
||
12.
|
TYPE OF REPORTING PERSON*
IN
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CUSIP No.
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05463X106
|
13G
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Page 7 of 11 |
Item 1(a). | Name of Issuer: | |
AxoGen, Inc.
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Item 1(b). | Address of Issuer's Principal Executive Offices: | |
13859 Progress Boulevard, Suite 100
Alachua, FL 32615
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Item 2(a). | Name of Person Filing: | |
James E. Flynn, Deerfield Mgmt, L.P., Deerfield Special Situations Fund, L.P., Deerfield Management Company, L.P., and Deerfield Special Situations International Master Fund, L.P.
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Item 2(b). | Address of Principal Business Office, or if None, Residence: | |
James E. Flynn, Deerfield Mgmt, L.P., Deerfield Special Situations Fund, L.P., Deerfield Management Company, L.P. and Deerfield Special Situations International Master Fund, L.P., 780 Third Avenue, 37th Floor, New York, NY 10017
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Item 2(c). | Citizenship: | |
Deerfield Mgmt, L.P., Deerfield Management Company, L.P. and Deerfield Special Situations Fund, L.P. - Delaware limited partnerships;
Deerfield Special Situations International Master Fund, L.P. - British Virgin Islands limited partnership;
James E. Flynn – United States citizen
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Item 2(d). | Title of Class of Securities: | |
Common Stock
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Item 2(e). | CUSIP Number: | |
05463X106
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Item 3. |
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
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(a) | o | Broker or dealer registered under Section 15 of the Exchange Act. | |
(b) | o | Bank as defined in Section 3(a)(6) of the Exchange Act. | |
(c) | o | Insurance company as defined in Section 3(a)(19) of the Exchange Act. | |
(d) | o | Investment company registered under Section 8 of the Investment Company Act. |
(e) | o | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
(f) | o | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | |
CUSIP No.
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05463X106
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13G
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Page 8 of 11 |
(g) | o | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
(h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; |
(i) | o | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; |
(j) | o |
A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
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(k) | o |
Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
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Item 4. | Ownership. |
(a) |
Amount beneficially owned**:
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||
Deerfield Mgmt, L.P. - 3,870,824 shares
Deerfield Management Company, L.P. - 3,870,824 shares
Deerfield Special Situations Fund, L.P. - 3,870,824 shares
Deerfield Special Situations International Master Fund, L.P. – 0 shares
James E. Flynn – 3,870,824 shares
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(b) |
Percent of class**:
|
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Deerfield Mgmt, L.P. - 15.98%
Deerfield Management Company, L.P. - 15.98%
Deerfield Special Situations Fund, L.P. – 15.98%
Deerfield Special Situations International Master Fund, L.P. – 0.00%
James E. Flynn – 15.98%
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(c) |
Number of shares as to which such person has**:
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(i) |
Sole power to vote or to direct the vote:
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All Reporting Persons - 0
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(ii) |
Shared power to vote or to direct the vote:
|
Deerfield Mgmt, L.P. - 3,870,824 shares
Deerfield Management Company, L.P. - 3,870,824 shares
Deerfield Special Situations Fund, L.P. - 3,870,824 shares
Deerfield Special Situations International Master Fund, L.P. – 0 shares
James E. Flynn – 3,870,824 shares
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CUSIP No.
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05463X106
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13G
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Page 9 of 11 |
(iii) |
Sole power to dispose or to direct the disposition of:
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All Reporting Persons - 0
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(iv) |
Shared power to vote or to direct the vote:
|
Deerfield Mgmt, L.P. - 3,870,824 shares
Deerfield Management Company, L.P. - 3,870,824 shares
Deerfield Special Situations Fund, L.P. - 3,870,824 shares
Deerfield Special Situations International Master Fund, L.P. – 0 shares
James E. Flynn – 3,870,824 shares
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Item 5.
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Ownership of Five Percent or Less of a Class.
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*This box is being checked solely with respect to Deerfield Special Situations International Master Fund, L.P.
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Item 6.
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Ownership of More Than Five Percent on Behalf of Another Person. |
|
N/A
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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N/A
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CUSIP No.
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05463X106
|
13G
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Page 10 of 11 |
Item 8.
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Identification and Classification of Members of the Group. |
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See Exhibit B
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Item 9.
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Notice of Dissolution of Group. |
|
N/A
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Item 10.
|
Certifications.
|
CUSIP No.
|
05463X106
|
13G
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Page 11 of 11 |