o
|
Rule 13d-1(b)
|
x
|
Rule 13d-1(c)
|
o
|
Rule 13d-1(d)
|
CUSIP No.
|
338488109
|
13G
|
Page 2 of 15 Pages
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Mgmt, L.P.
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) x
|
|
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
7,372,809 (1)
|
||
7.
|
SOLE DISPOSITIVE POWER
0
|
||
8.
|
SHARED DISPOSITIVE POWER
7,372,809 (1)
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,372,809 (1)
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.985%
|
||
12.
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No.
|
338488109
|
13G
|
Page 3 of 15 Pages
|
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) x
|
|
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
1,183,614
|
||
7.
|
SOLE DISPOSITIVE POWER
0
|
||
8.
|
SHARED DISPOSITIVE POWER
1,183,614
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,183,614
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.88%
|
||
12.
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No.
|
338488109
|
13G
|
Page 4 of 15 Pages
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Private Design Fund II, L.P.
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) x
|
|
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
4,646,365 (2)
|
||
7.
|
SOLE DISPOSITIVE POWER
0
|
||
8.
|
SHARED DISPOSITIVE POWER
4,646,365 (2)
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,646,365 (2)
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.985%
|
||
12.
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No.
|
338488109
|
13G
|
Page 5 of 15 Pages
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Private Design International II, L.P.
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) x
|
|
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
4,842,830 (3)
|
||
7.
|
SOLE DISPOSITIVE POWER
0
|
||
8.
|
SHARED DISPOSITIVE POWER
4,842,830 (3)
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,842,830 (3)
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.985%
|
||
12.
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No.
|
338488109
|
13G
|
Page 6 of 15 Pages
|
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) x
|
|
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
7,372,809 (4)
|
||
7.
|
SOLE DISPOSITIVE POWER
0
|
||
8.
|
SHARED DISPOSITIVE POWER
7,372,809 (4)
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,372,809 (4)
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.985%
|
||
12.
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No.
|
338488109
|
13G
|
Page 7 of 15 Pages
|
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) x
|
|
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*
|
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.00%
|
||
12.
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No.
|
338488109
|
13G
|
Page 8 of 15 Pages
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Breaking Stick Holdings, LLC
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) x
|
|
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
3,300,000 (5)
|
||
7.
|
SOLE DISPOSITIVE POWER
0
|
||
8.
|
SHARED DISPOSITIVE POWER
3,300,000 (5)
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,300,000 (5)
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.43%
|
||
12.
|
TYPE OF REPORTING PERSON*
OO
|
CUSIP No.
|
338488109
|
13G
|
Page 9 of 15 Pages
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
James E. Flynn
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) x
|
|
3.
|
SEC USE ONLY
|
||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
7,372,809 (6)
|
||
7.
|
SOLE DISPOSITIVE POWER
0
|
||
8.
|
SHARED DISPOSITIVE POWER
7,372,809 (6)
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,372,809 (6)
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.985%
|
||
12.
|
TYPE OF REPORTING PERSON*
IN
|
CUSIP No.
|
338488109
|
13G
|
Page 10 of 15 Pages
|
Item 1(a). | Name of Issuer: | |
Flamel Technologies S.A.
|
||
Item 1(b). | Address of Issuer's Principal Executive Offices: | |
Parc Club du Moulin à Vent
33 avenue du Dr. Georges Levy
Vénissieux Ced, France 69693
|
||
Item 2(a). | Name of Person Filing: | |
Deerfield Mgmt, L.P., Deerfield Special Situations Fund, L.P., Deerfield Private Design Fund II, L.P., Deerfield Private Design International II, L.P., Deerfield Management Company, L.P., Deerfield Special Situations International Master Fund, L.P., Breaking Stick Holdings, LLC, James E. Flynn
|
||
Item 2(b). | Address of Principal Business Office, or if None, Residence: | |
Deerfield Mgmt, L.P., Deerfield Special Situations Fund, L.P., Deerfield Private Design Fund II, L.P., Deerfield Private Design International II, L.P., Deerfield Management Company, L.P., Deerfield Special Situations International Master Fund, L.P., Breaking Stick Holdings, LLC, James E. Flynn, 780 Third Avenue, 37th Floor, New York, NY 10017
|
||
Item 2(c). | Citizenship: | |
Deerfield Mgmt, L.P., Deerfield Special Situations Fund, L.P., Deerfield Private Design Fund II, L.P., Deerfield Management Company, L.P. - Delaware limited partnerships;
Deerfield Private Design International II, L.P., Deerfield Special Situations International Master Fund, L.P. - British Virgin Islands limited partnerships;
Breaking Stick Holdings, LLC – Delaware limited liability company;
James E. Flynn – United States citizen
|
||
Item 2(d). | Title of Class of Securities: | |
Ordinary Shares
|
||
Item 2(e). | CUSIP Number: | |
338488109
|
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:
|
(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. |
CUSIP No.
|
338488109
|
13G
|
Page 11 of 15 Pages
|
(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); |
(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);
|
|
(k) | o |
Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
|
Item 4. | Ownership. |
(a) |
Amount beneficially owned**:
|
||
Deerfield Mgmt, L.P. – 7,372,809 shares
Deerfield Special Situations Fund, L.P. – 1,183,614 shares
Deerfield Private Design Fund II, L.P. – 4,646,365 shares
Deerfield Private Design International II, L.P. – 4,842,830 shares
Deerfield Management Company, L.P. – 7,372,809 shares
Deerfield Special Situations International Master Fund, L.P. – 0 shares
Breaking Stick Holdings, LLC – 3,300,000 shares
James E. Flynn – 7,372,809 shares
|
|||
(b) |
Percent of class**:
|
||
Deerfield Mgmt, L.P. – 9.985%
Deerfield Special Situations Fund, L.P. – 2.88%
Deerfield Private Design Fund II, L.P. – 9.985%
Deerfield Private Design International II, L.P. – 9.985%
Deerfield Management Company, L.P. – 9.985%
Deerfield Special Situations International Master Fund, L.P. – 0.00%
Breaking Stick Holdings, LLC – 7.43%
James E. Flynn – 9.985%
|
(c) |
Number of shares as to which such person has**:
|
||||
(i) |
Sole power to vote or to direct the vote:
|
All Reporting Persons - 0
|
(ii) |
Shared power to vote or to direct the vote
|
Deerfield Mgmt, L.P. – 7,372,809 shares
Deerfield Special Situations Fund, L.P. – 1,183,614 shares
Deerfield Private Design Fund II, L.P. – 4,646,365 shares
Deerfield Private Design International II, L.P. – 4,842,830
Deerfield Management Company, L.P. – 7,372,809 shares
Deerfield Special Situations International Master Fund, L.P. – 0 shares
Breaking Stick Holdings, LLC – 3,300,000 shares
James E. Flynn – 7,372,809 shares
|
CUSIP No.
|
338488109
|
13G
|
Page 12 of 15 Pages
|
(iii) |
Sole power to dispose or to direct the disposition of
|
All Reporting Persons - 0
|
|||
(iv) |
Shared power to dispose or to direct the disposition of
|
Deerfield Mgmt, L.P. – 7,372,809 shares
Deerfield Special Situations Fund, L.P. – 1,183,614 shares
Deerfield Private Design Fund II, L.P. – 4,646,365 shares
Deerfield Private Design International II, L.P. – 4,842,830 shares
Deerfield Management Company, L.P. – 7,372,809 shares
Deerfield Special Situations International Master Fund, L.P. – 0 shares
Breaking Stick Holdings, LLC – 3,300,000 shares
James E. Flynn – 7,372,809 shares
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
|
|
Item 6.
|
Ownership of More Than Five Percent on Behalf of Another Person. |
|
N/A
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
|
N/A
|
CUSIP No.
|
338488109
|
13G
|
Page 13 of 15 Pages
|
Item 8.
|
Identification and Classification of Members of the Group. |
|
See Exhibit B
|
Item 9.
|
Notice of Dissolution of Group. |
|
N/A
|
Item 10.
|
Certifications. |
CUSIP No.
|
338488109
|
13G
|
Page 14 of 15 Pages
|
CUSIP No.
|
338488109
|
13G
|
Page 15 of 15 Pages
|