SEC FORM 3 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
 
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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)
07/30/2014
3. Issuer Name and Ticker or Trading Symbol
Avalanche Biotechnologies, Inc. [ AAVL ]
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)
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
Series B Preferred Stock (1) (1) Common Stock 184,594 (1)(2) I Through Deerfield Special Situations Fund, L.P.(4)
Series B Preferred Stock (1) (1) Common Stock 147,410 (1)(2) I Through Deerfield Special Situations International Master Fund, L.P.(4)
Series B Preferred Stock (1) (1) Common Stock 531,208 (1)(2) I Through Deerfield Private Design Fund III, L.P.(3)(4)
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 Special Situations International Master Fund, 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 Special Situations Fund, 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 Mgmt III, 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 Private Design Fund III, L.P.

(Last) (First) (Middle)
780 THIRD AVENUE, 37TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
Explanation of Responses:
1. The Series B Preferred Stock is convertible at any time into the Issuer's Common Stock, on a one-for-one basis and has no expiration date and will convert into shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering of Common Stock.
2. 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").
3. Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III").
4. Deerfield Mgmt L.P. is the general partner of Deerfield Special Situations Fund, L.P. and Deerfield Special Situations International Master Fund, L.P. (collectively with Fund III, 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 III, L.P., Deerfield Mgmt, L.P. and Deerfield Management Company, L.P. 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, 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:
Please see Joint Filer Information Statement attached as Exhibit 99 hereto.Jonathan Isler signing as Attorney-in-Fact: Power of Attorney, Exhibit 24
/s/ Jonathan Isler 07/30/2014
** 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.
Unassociated Document
POWER OF ATTORNEY

Know all by these presents, each of the undersigned hereby constitutes and appoints each of Jonathan Isler, and David J. Clark, each 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, as amended (the “Exchange Act”), and the rules thereunder and (ii) reports on Schedule 13G and Schedule 13D (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 3, 4 or 5 or Schedule 13G or Schedule 13D, 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 22nd  day of July, 2014.


DEERFIELD MGMT, L.P.
     
By:
J.E. Flynn Capital, LLC, General Partner
 
     
By:
/s/ James E. Flynn
 
 
James E. Flynn, President
 
 
DEERFIELD PARTNERS, L.P.
     
By:
Deerfield Mgmt, L.P., General Partner
 
     
By:
J.E. Flynn Capital, LLC, General Partner
 
     
By:
/s/ James E. Flynn
 
 
James E. Flynn, President
 

DEERFIELD SPECIAL SITUATIONS FUND, L.P.
     
By:
Deerfield Mgmt, L.P., General Partner
 
     
By:
J.E. Flynn Capital, LLC, General Partner
 
     
By:
/s/ James E. Flynn
 
 
James E. Flynn, President
 
 
DEERFIELD PRIVATE DESIGN FUND, L.P.
     
By:
Deerfield Mgmt, L.P., General Partner
 
     
By:
J.E. Flynn Capital, LLC, General Partner
 
     
By:
/s/ James E. Flynn
 
 
James E. Flynn, President
 

DEERFIELD PRIVATE DESIGN INTERNATIONAL, L.P.
     
By:
Deerfield Mgmt, L.P., General Partner
 
     
By:
J.E. Flynn Capital, LLC, General Partner
 
     
By:
/s/ James E. Flynn
 
 
James E. Flynn, President
 
 
DEERFIELD PDI FINANCING, L.P.
     
By:
Deerfield Mgmt, L.P., General Partner
 
     
By:
J.E. Flynn Capital, LLC, General Partner
 
     
By:
/s/ James E. Flynn
 
 
James E. Flynn, President
 
 
 
 

 

 
 
DEERFIELD PDI FINANCING II, L.P.
     
By:
Deerfield Mgmt, L.P., General Partner
 
     
By:
J.E. Flynn Capital, LLC, General Partner
 
     
By:
/s/ James E. Flynn
 
 
James E. Flynn, President
 
 
DEERFIELD PRIVATE DESIGN FUND II, L.P.
     
By:
Deerfield Mgmt, L.P., General Partner
 
     
By:
J.E. Flynn Capital, LLC, General Partner
 
     
By:
/s/ James E. Flynn
 
 
James E. Flynn, President
 

DEERFIELD PRIVATE DESIGN INTERNATIONAL II, L.P.
     
By:
Deerfield Mgmt, L.P., General Partner
 
     
By:
J.E. Flynn Capital, LLC, General Partner
 
     
By:
/s/ James E. Flynn
 
 
James E. Flynn, President
 

DEERFIELD INTERNATIONAL MASTER FUND, L.P.
     
By:
Deerfield Mgmt, L.P., General Partner
 
     
By:
J.E. Flynn Capital, LLC, General Partner
 
     
By:
/s/ James E. Flynn
 
 
James E. Flynn, President
 

DEERFIELD SPECIAL SITUATIONS INTERNATIONAL MASTER FUND, L.P.
     
By:
Deerfield Mgmt, L.P., General Partner
 
     
By:
J.E. Flynn Capital, LLC, General Partner
 
     
By:
/s/ James E. Flynn
 
 
James E. Flynn, President
 

DEERFIELD MANAGEMENT COMPANY, L.P.
     
By:
Flynn Management LLC, General Partner
 
     
By:
/s/ James E. Flynn
 
 
James E. Flynn, President
 
 
 
 

 
 
DEERFIELD PRIVATE DESIGN FUND III, L.P.
     
By:
Deerfield Mgmt III, L.P., General Partner
 
     
By:
J.E. Flynn Capital III, LLC, General Partner
 
     
By:
/s/ James E. Flynn
 
 
James E. Flynn, President
 

DEERFIELD MGMT III, L.P.
     
By:
J.E. Flynn Capital III, LLC, General Partner
 
     
By:
/s/ James E. Flynn
 
 
James E. Flynn, President
 


 
JAMES E. FLYNN
 
/s/ James E. Flynn
Unassociated Document
 
Joint Filer Information

Names:
Deerfield Mgmt III, L.P., Deerfield Mgmt, L.P.,  Deerfield Management Company, L.P., Deerfield Private Design Fund III, L.P., Deerfield Special Situations Fund, L.P., Deerfield Special Situations International Master Fund, L.P.,
   
Address:
780 Third Avenue, 37th Floor
New York, NY  10017
   
Designated Filer:
James E. Flynn
   
Issuer and Ticker Symbol:
Avalanche Biotechnologies, Inc. [AAVL]
   
Date of Event Requiring Statement:
July 30, 2014
 
The undersigned, Deerfield Mgmt III, L.P., Deerfield Mgmt, L.P.,  Deerfield Management Company, L.P. , Deerfield Private Design Fund III, L.P.,  Deerfield Special Situations Fund, L.P. and Deerfield Special Situations 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 Avalanche Biotechnologies, Inc.

DEERFIELD MGMT, L.P.
 
By:  J.E. Flynn Capital, LLC, General Partner
 
By:  /s/ Jonathan Isler
        Jonathan Isler, Attorney-In-Fact
 
DEERFIELD MGMT III, L.P.
 
By:  J.E. Flynn Capital III, 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 PRIVATE DESIGN FUND III, L.P.
 
By:  Deerfield Mgmt III, L.P., General Partner
 
By:  J.E. Flynn Capital III, 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 SPECIAL SITUATIONS 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