SEC Info - Deerfield Private Design International II, L.P., et al. - ‘3’ for 12/18/14 re: Auspex Pharmaceuticals, Inc.

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

10017

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/18/14

3. Issuer Name and Ticker or Trading Symbol
Auspex Pharmaceuticals, Inc. [ ASPX ]

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	375,069	I	Through Deerfield Special Situations Fund, L.P. ⁽¹⁾ ⁽²⁾
Common Stock	495,111	I	Through Deerfield Partners, L.P. ⁽¹⁾ ⁽²⁾
Common Stock	616,118	I	Through Deerfield International Master Fund, L.P. ⁽¹⁾ ⁽²⁾
Common Stock	681,666	I	Through Deerfield Private Design Fund II, L.P. ⁽¹⁾ ⁽²⁾
Common Stock	781,139	I	Through Deerfield Private Design International II, 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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)

1. Name and Address of Reporting Person^*

Flynn James E

(Last)

(First)

(Middle)

780 THIRD AVENUE

37TH FLOOR

(Street)

NEW YORK

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

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

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

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

DEERFIELD PARTNERS, LP

(Last)

(First)

(Middle)

780 3RD AVENUE

37TH FLOOR

(Street)

NEW YORK

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

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Deerfield Private Design Fund II, L.P.

(Last)

(First)

(Middle)

780 THIRD AVENUE, 37TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Deerfield Private Design International II, L.P.

(Last)

(First)

(Middle)

780 THIRD AVENUE, 37TH FLOOR

(Street)

NEW YORK

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., Deerfield International Master Fund, L.P., Deerfield Private Design Fund II, L.P. and Deerfield Private Design International II, 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, 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 Avalanche Biotechnologies, Inc. filed with the Securities and Exchange Commission on July 30, 2014 by Deerfield Mgmt III, L.P., Deerfield Mgmt, L.P., Deerfield Management Company, L.P., Deerfield Special Situations Fund, L.P., Deerfield Special Situations International Master Fund, L.P., Deerfield Private Design Fund III, L.P. and James E. Flynn.

	/s/ Jonathan Isler	12/22/14
	** 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.
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Deerfield Private Design International II, L.P., et al. – ‘3’ for 12/18/14 re: Auspex Pharmaceuticals, Inc.

On: Monday, 12/22/14, at 5:28pm ET · For: 12/18/14 · As: 10% Owner and Other · Accession #: 1193805-14-2613 · File #: 1-36292

Previous ‘3’: None · Next: ‘3’ on 10/9/15 for 10/7/15 · Latest: ‘3’ on 5/4/18 for 4/30/18

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34
Filing Table of Contents

‘3’ — Initial Statement of Beneficial Ownership of Securities by an Insider — e613191_3-auspex.xml/2.6

This ‘3’ Document is an XML Data File that may be rendered in various formats:

Deerfield Private Design International II, L.P., et al. – ‘3’ for 12/18/14 re: Auspex Pharmaceuticals, Inc.

On: Monday, 12/22/14, at 5:28pm ET · For: 12/18/14 · As: 10% Owner and Other · Accession #: 1193805-14-2613 · File #: 1-36292

Previous ‘3’: None · Next: ‘3’ on 10/9/15 for 10/7/15 · Latest: ‘3’ on 5/4/18 for 4/30/18

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34Filing Table of Contents

‘3’ — Initial Statement of Beneficial Ownership of Securities by an Insider — e613191_3-auspex.xml/2.6

This ‘3’ Document is an XML Data File that may be rendered in various formats:

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34
Filing Table of Contents