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)
345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)
NEW YORK NY 10010

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/08/2022
3. Issuer Name and Ticker or Trading Symbol
Frazier Lifesciences Acquisition Corp [ FLAC ]
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)
Class A Ordinary Shares 2,480,199 I Through Deerfield Partners, 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
Warrants(3) (3) (3) Class A Ordinary Shares 92,787 11.5(3) I Through Deerfield Partners, L.P.(1)(2)
1. Name and Address of Reporting Person*
Flynn James E

(Last) (First) (Middle)
345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)
NEW YORK NY 10010

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Deerfield Mgmt L.P.

(Last) (First) (Middle)
345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)
NEW YORK NY 10010

(City) (State) (Zip)
1. Name and Address of Reporting Person*
DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C)

(Last) (First) (Middle)
345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)
NEW YORK NY 10010

(City) (State) (Zip)
1. Name and Address of Reporting Person*
DEERFIELD PARTNERS, L.P.

(Last) (First) (Middle)
345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)
NEW YORK NY 10010

(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 Partners, L.P. (the "Fund"). Deerfield Management Company, L.P. is the investment manager of the Fund. 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 Fund 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.
3. The warrants may be exercised only during the period commencing on the date that is thirty days after the date on which the Issuer completes its initial business combination and ending on the earlier to occur of the five year anniversary of the date on which the Issuer consummates its initial business combination and the date that the warrants are redeemed. The Exercise Price is subject to adjustment as provided in the warrants.
Remarks:
Please see Joint Filer Information Statement attached as Exhibit 99 hereto. Jonathan Isler, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 to a Form 4 with regard to DA32 Life Science Tech Acquisition Corp. filed with the Securities and Exchange Commission on August 3, 2021 by Deerfield Partners, L.P., Deerfield Mgmt, L.P., Deerfield Management Company, L.P. and James E. Flynn.
/s/ Jonathan Isler, Attorney-in-Fact 11/14/2022
** 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

 

Name:

Deerfield Mgmt, L.P., Deerfield Management Company, L.P., and Deerfield Partners, L.P.

   
Address:

345 Park Avenue South, 12th Floor

New York, NY 10010

   
Designated Filer: James E. Flynn
   
Issuer and Ticker Symbol:

Frazier Lifesciences Acquisition Corporation [FLAC]

   
Date of Event Requiring Statement:  

November 8, 2022

 

The undersigned, Deerfield Mgmt, L.P., Deerfield Management Company, L.P. and Deerfield Partners, 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 Frazier Lifesciences Acquisition Corporation.

  

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 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