-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DaD+XhSeL2fOnym9NeuH2g8HNGmSq7H7J2lT5Ik5Gap8XWjMTGoukiyUnBMFEWxn LkNNeLpq/8KbCcI/Xhaewg== 0001193805-08-001298.txt : 20080509 0001193805-08-001298.hdr.sgml : 20080509 20080509180509 ACCESSION NUMBER: 0001193805-08-001298 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080507 FILED AS OF DATE: 20080509 DATE AS OF CHANGE: 20080509 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: 000-50439 FILM NUMBER: 08820061 BUSINESS ADDRESS: BUSINESS PHONE: 212-551-1600 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NITROMED INC CENTRAL INDEX KEY: 0000927829 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 223159793 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 12 OAK PARK DR CITY: BEDFORD STATE: MA ZIP: 01730 BUSINESS PHONE: 7816859700 MAIL ADDRESS: STREET 1: 12 OAK PARK DR CITY: BEDFORD STATE: MA ZIP: 01730 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DEERFIELD MANAGEMENT CO /NY CENTRAL INDEX KEY: 0001009258 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50439 FILM NUMBER: 08820058 BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2125511600 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DEERFIELD CAPITAL LP CENTRAL INDEX KEY: 0001010823 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50439 FILM NUMBER: 08820060 BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2125511600 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: DEERFIELD CAPITAL LP ET AL DATE OF NAME CHANGE: 19960318 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Deerfield Special Situations Fund, L.P. CENTRAL INDEX KEY: 0001354395 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50439 FILM NUMBER: 08820059 BUSINESS ADDRESS: STREET 1: 780 3RD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-551-1600 MAIL ADDRESS: STREET 1: 780 3RD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Deerfield Special Situations Fund International LTD CENTRAL INDEX KEY: 0001354397 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50439 FILM NUMBER: 08820057 BUSINESS ADDRESS: STREET 1: C/O HEMISPHERE MANAGEMENT (B.V.I.) STREET 2: COLUMBUS CENTRE, P.O. BOX 3460 CITY: ROAD TOWN, TORTOLA STATE: D8 ZIP: - BUSINESS PHONE: 212-551-1600 MAIL ADDRESS: STREET 1: C/O HEMISPHERE MANAGEMENT (B.V.I.) STREET 2: COLUMBUS CENTRE, P.O. BOX 3460 CITY: ROAD TOWN, TORTOLA STATE: D8 ZIP: - 4 1 e603799_ex.xml X0202 4 2008-05-07 0 0000927829 NITROMED INC NTMD 0001352546 Flynn James E 780 THIRD AVENUE 37TH FLOOR NEW YORK NY 10017 0 0 1 1 Possible Member of 10% Group 0001010823 DEERFIELD CAPITAL LP 780 THIRD AVENUE 37TH FLOOR NEW YORK NY 10017 0 0 1 1 Possible Member of 10% Group 0001354395 Deerfield Special Situations Fund, L.P. 780 3RD AVENUE 37TH FLOOR NEW YORK NY 10017 0 0 1 1 Possible Member of 10% Group 0001009258 DEERFIELD MANAGEMENT CO /NY 780 THIRD AVENUE, 37TH FLOOR NEW YORK NY 10017 0 0 1 1 Possible Member of 10% Group 0001354397 Deerfield Special Situations Fund International LTD C/O HEMISPHERE MANAGEMENT (B.V.I.) COLUMBUS CENTRE, P.O. BOX 3460 ROAD TOWN, TORTOLA D8 - VIRGIN ISLANDS, BRITISH 0 0 1 1 Possible Member of 10% Group Common Stock 2008-05-07 4 P 0 15891 1.21 A 1699954 I Through Deerfield Special Situations Fund, L.P. Common Stock 2008-05-07 4 P 0 29258 1.21 A 3129506 I Through Deerfield Special Situations Fund International Limited Common Stock 2008-05-08 4 P 0 9257 1.17 A 1709211 I Through Deerfield Special Situations Fund, L.P. Common Stock 2008-05-08 4 P 0 17043 1.17 A 3146549 I Through Deerfield Special Situations Fund International Limited Common Stock 2008-05-09 4 P 0 18659 1.12 A 1727870 I Through Deerfield Special Situations Fund, L.P. Common Stock 2008-05-09 4 P 0 34350 1.12 A 3180899 I Through Deerfield Special Situations Fund International Limited 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 Capital, L.P. is the general partner of Deerfield Special Situations Fund, L.P. (the "Domestic Fund"). 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 Domestic 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. Deerfield Management Company, L.P. is the investment manager of Deerfield Special Situations Fund International Limited (the "Offshore 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 Offshore 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. Darren Levine, Attorney-In-Fact: /s/ Darren Levine 2008-05-09 EX-24 2 e603799_ex24.txt Exhibit 24 POWER OF ATTORNEY Know all by these presents, each of the undersigned hereby constitutes and appoints Darren Levine, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned (i) Forms 3, 4 and 5 (and all amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules thereunder and (ii) reports on Schedule 13G (and all amendments thereto) in accordance with Section 13 of the Exchange Act and the rules thereunder, in each case with respect to the beneficial ownership of securities by the undersigned; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 4 or 5 of Schedule 13G, complete and execute any amendment or amendments thereto, and file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Section 13 or Section 16 of the Exchange Act. This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, each the undersigned has caused this Power of Attorney to be executed as of this 24th day of January, 2007. DEERFIELD CAPITAL, L.P. By: J.E. Flynn Capital LLC, General Partner By: /s/ James E. Flynn ---------------------------------------- James E. Flynn, Managing Member DEERFIELD PARTNERS, L.P. By: Deerfield Capital, L.P. By: J.E. Flynn Capital LLC, General Partner By: /s/ James E. Flynn ---------------------------------------- James E. Flynn, Managing Member DEERFIELD SPECIAL SITUATIONS FUND, L.P. By: Deerfield Capital, L.P. By: J.E. Flynn Capital LLC, General Partner By: /s/ James E. Flynn ---------------------------------------- James E. Flynn, Managing Member DEERFIELD MANAGEMENT COMPANY By: Flynn Management LLC General Partner By: /s/ James E. Flynn ---------------------------------------- James E. Flynn, Managing Member DEERFIELD INTERNATIONAL LIMITED By: Deerfield Management Company By: Flynn Management LLC, General Partner By: /s/ James E. Flynn ---------------------------------------- James E. Flynn, Managing Member DEERFIELD SPECIAL SITUATIONS FUND INTERNATIONAL LIMITED By: Deerfield Management Company By: Flynn Management LLC, General Partner By: /s/ James E. Flynn ---------------------------------------- James E. Flynn, Managing Member JAMES E. FLYNN /s/ James E. Flynn - ---------------------------------------- EX-99 3 e603799_ex99.txt Joint Filer Information Names: Deerfield Capital L.P., Deerfield Special Situations Fund, L.P., Deerfield Management Company, L.P., Deerfield Special Situations Fund International Limited Address: Deerfield Capital, L.P., Deerfield Special Situations Fund, L.P., Deerfield Management Company, L.P: 780 Third Avenue, 37th Floor New York, NY 10017 Deerfield Special Situations Fund International Limited: c/o Bisys Management Bison Court, Columbus Centre, P.O. Box 3460 Road Town, Tortola British Virgin Islands Designated Filer: James E. Flynn Issuer and Ticker Symbol: NITROMED, INC. (NTMD) Date of Earliest Transaction Reported: May 7, 2008 The undersigned, Deerfield Capital, L.P., Deerfield Special Situations Fund, L.P., Deerfield Management Company, L.P., and Deerfield Special Situations Fund International Limited 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 Nitromed, Inc. Signatures: DEERFIELD CAPITAL, L.P. By: J.E. Flynn Capital LLC, General Partner By: /s/ Darren Levine ----------------------------------------- Darren Levine, Authorized Signatory DEERFIELD SPECIAL SITUATIONS FUND, L.P. By: Deerfield Capital, L.P. By: J.E. Flynn Capital LLC, General Partner By: /s/ Darren Levine ---------------------------------------- Darren Levine, Authorized Signatory DEERFIELD MANAGEMENT COMPANY, L.P. By: Flynn Management LLC, General Partner By: /s/ Darren Levine ---------------------------------------- Darren Levine, Authorized Signatory DEERFIELD SPECIAL SITUATIONS FUND INTERNATIONAL LIMITED By: Deerfield Management Company By: Flynn Management LLC, General Partner By: /s/ Darren Levine ---------------------------------------- Darren Levine, Authorized Signatory -----END PRIVACY-ENHANCED MESSAGE-----