SEC Form 3
FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL	

OMB Number:	
3235-0104	

Estimated average burden	

hours per response:	
0.5	

	

	
1. Name and Address of Reporting Person *
Flynn James E	

(Last)	
(First)	
(Middle)	

780 THIRD AVENUE, 37TH FLOOR	

 	

(Street)
NEW YORK	
NY	
10017	

(City)	
(State)	
(Zip)	

	2. Date of Event Requiring Statement (Month/Day/Year)
02/09/2016	3. Issuer Name and Ticker or Trading Symbol
ZAFGEN, INC. [ ZFGN ]	 	
 	 	4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
 	
Director	
X	
10% Owner	

 	
Officer (give title below)	
X	
Other (specify below)	

Possible Member of 10% Group	

	5. 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 Beneficially Owned	
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)	
Common Stock	1,981,871	I	Through Deerfield Special Situations Fund, L.P. (1)(2)	
Common Stock	326,345	I	Through Deerfield Partners, L.P. (1)(2)	
Common Stock	415,349	I	Through Deerfield International Master Fund, L.P. (1)(2)	
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)	 	
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)	3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)	 	
 	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	 	 	 	 	
1. Name and Address of Reporting Person*
Flynn James E	

(Last)	
(First)	
(Middle)	

780 THIRD AVENUE, 37TH FLOOR	

 	

(Street)
NEW YORK	
NY	
10017	

(City)	
(State)	
(Zip)	

	
1. Name and Address of Reporting Person*
Deerfield Mgmt L.P.	

(Last)	
(First)	
(Middle)	

780 THIRD AVENUE	

37TH FLOOR	

(Street)
NEW YORK	
NY	
10017	

(City)	
(State)	
(Zip)	

	
1. Name and Address of Reporting Person*
DEERFIELD MANAGEMENT CO	

(Last)	
(First)	
(Middle)	

780 THIRD AVENUE, 37TH FLOOR	

 	

(Street)
NEW YORK	
NY	
10017	

(City)	
(State)	
(Zip)	

	
1. Name and Address of Reporting Person*
Deerfield Special Situations Fund, L.P.	

(Last)	
(First)	
(Middle)	

780 3RD AVENUE	

37TH FLOOR	

(Street)
NEW YORK	
NY	
10017	

(City)	
(State)	
(Zip)	

	
1. Name and Address of Reporting Person*
DEERFIELD PARTNERS, LP	

(Last)	
(First)	
(Middle)	

780 THIRD AVENUE	

37TH FLOOR	

(Street)
NEW YORK	
NY	
10017	

(City)	
(State)	
(Zip)	

	
1. Name and Address of Reporting Person*
Deerfield International Master Fund, L.P.	

(Last)	
(First)	
(Middle)	

780 THIRD AVENUE, 37TH FLOOR	

 	

(Street)
NEW YORK	
NY	
10017	

(City)	
(State)	
(Zip)	

	
Explanation of Responses:	
1. This Form 3 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 Mgmt, L.P. is the general partner of Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P. and Deerfield International Master Fund, L.P. (collectively, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P. and Deerfield Management Company, L.P.	
2. In accordance with Instruction 5 (b)(iv) to Form 3, 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, as amended, 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.	
Remarks:	
Jonathan Isler, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 to a Form 3 with regard to Editas Medicine, Inc. filed with the Securities and Exchange Commission on February 2, 2016 by Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Management Company, L.P., Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P., Deerfield Private Design Fund, L.P., Deerfield Private Design International, L.P., Deerfield PDI Financing, L.P., Deerfield PDI Financing II, L.P., Deerfield Private Design Fund II, L.P., Deerfield Private Design International II, L.P., Deerfield International Master Fund, L.P., Deerfield Healthcare Innovations Fund, L.P., Deerfield Mgmt HIF, L.P., Breaking Stick Holdings, LLC, Deerfield Private Design Fund III, L.P. and James E. Flynn.	
 	/s/ Jonathan Isler	02/11/2016	
 	** Signature of Reporting Person	Date	
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.	
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).	
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).	
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.	
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.	

Joint Filer Information

Names:	Deerfield Mgmt, L.P.,  Deerfield Management Company, L.P.,
Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P.
and Deerfield International Master Fund, L.P.	
 	 	
Address:	780 Third Avenue, 37th Floor
New York, NY  10017	
 	 	
Designated Filer:	James E. Flynn	
 	 	
Issuer and Ticker Symbol:	Zafgen, Inc. [ZFGN]	
 	 	
Date of Event Requiring Statement:	February 9, 2016	
 
The undersigned, Deerfield Mgmt, L.P., Deerfield Management Company, L.P., Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P. and Deerfield International Master Fund, L.P. are jointly filing the attached Initial Statement of Beneficial Ownership on Form 3 with James E. Flynn with respect to the beneficial ownership of securities of Zafgen, Inc.

Signatures:

DEERFIELD MGMT, L.P.

By:  J.E. Flynn Capital, LLC, General Partner

By:  /s/ Jonathan Isler
        Jonathan Isler, Attorney-In-Fact

DEERFIELD MANAGEMENT COMPANY, L.P.

By:  Flynn Management LLC, General Partner

By:  /s/ Jonathan Isler
        Jonathan Isler, Attorney-In-Fact

DEERFIELD SPECIAL SITUATIONS FUND, L.P.

By:  Deerfield Mgmt, L.P., General Partner
By:  J.E. Flynn Capital, LLC, General Partner

By:  /s/ Jonathan Isler
        Jonathan Isler, Attorney-In-Fact

 

 
 
DEERFIELD PARTNERS, L.P.

By:  Deerfield Mgmt, L.P., General Partner
By:  J.E. Flynn Capital, LLC, General Partner

By:  /s/ Jonathan Isler
        Jonathan Isler, Attorney-In-Fact

DEERFIELD INTERNATIONAL MASTER FUND, L.P.

By:  Deerfield Mgmt, L.P., General Partner
By:  J.E. Flynn Capital, LLC, General Partner

By:  /s/ Jonathan Isler
        Jonathan Isler, Attorney-In-Fact