Flynn James E Form 4 DFB Healthcare Acquisitions / James E Flynn ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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. Issuer Name and Ticker or Trading Symbol
DFB Healthcare Acquisitions Corp. [ DFBH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
*Director by Deputization

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2018

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/21/2018		P		2,500,000	A	(1)	2,500,000	I	Through Deerfield Private Design Fund IV, L.P.(2)(3)
Common Stock								6,967,500	I	Through Deerfield/RAB Ventures, LLC(2)(3)
Common Stock								30,000	I	Through Deerfield Management Company, L.P.(2)(3)(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Public Warrants	$11.5	02/21/2018		P		833,333		(5)	(5)	Common Stock	833,333	(1)	833,333	I	Through Deerfield Private Design Fund IV, L.P.(2)(3)
Private Placement Warrants	$11.5	02/21/2018		P		4,333,333		(6)	(6)	Common Stock	4,333,333	$1.5	4,333,333	I	Through Deerfield/RAB Ventures, LLC(2)(3)

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 IV, 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 COMPANY, L.P. (SERIES C)

(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 IV, L.P.

(Last) (First) (Middle)

780 THIRD AVENUE 37TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

Explanation of Responses:

1. On February 21, 2018, Deerfield Private Design Fund IV, L.P. ("Deerfield Private Design Fund IV") acquired 2,500,000 Units of the Issuer. Each Unit consists of (i) one share of common stock of the Issuer ("Common Stock") and (ii) one-third of one redeemable warrant (the "Public Warrants"). Each whole Public Warrant entitles the holder to purchase one share of Common Stock. The purchase price per Unit was $10.00.

2. 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 Private Design Fund IV holds a 50% membership interest in Deerfield/RAB Ventures, LLC ("DRV LLC"), and is entitled to appoint one of the two members of DRV LLC's board of managers. Deerfield Mgmt IV, L.P. is the general partner of Deerfield Private Design Fund IV. Deerfield Management Company, L.P. ("Deerfield Management") is the investment manager of Deerfield Private Design Fund IV. James E. Flynn is the sole member of the general partner of each of Deerfield Management and Deerfield Mgmt IV, L.P.

3. In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by Deerfield Private Design Fund IV, DRV LLC or for the benefit of Deerfield Management 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.

4. Steven Hochberg, a partner in Deerfield Management Company, serves as a director of the Issuer. The common stock owned by Steven Hochberg and reported herein is held for the benefit, and at the direction, of Deerfield Management.

5. The Public Warrants may be exercised only during the period commencing on the later of (i) the date that is thirty days after the first date on which the Issuer completes a business combination and (ii) twelve months after the closing of the Issuer's initial public offering on February 21, 2018; provided in each case that the Issuer has an effective registration statement covering the shares of Common Stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Issuer permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement governing the Public Warrants). The Public Warrants are subject to redemption upon the terms provided in the warrant agreement. The warrants expire five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation.

6. Contemporaneously with the closing of the Issuer's initial public offering, DRV LLC purchased 4,333,333 warrants to purchase Common Stock (the "Private Placement Warrants") in a private placement. The Private Placement Warrants are substantially similar to the Public Warrants, except that if held by the original holder or their permitted assigns, they (i) may be exercised on a cashless basis, (ii) are not subject to redemption and (iii) subject to certain limited exceptions, will be subject to transfer restrictions until 30 days after the completion of the Issuer's initial business combination. If the Private Placement Warrants are held by holders other than the initial purchaser or its permitted transferees, the Private Placement Warrants will be redeemable by the Issuer and exercisable by the holders on the same basis as the Public Warrants. The warrants expire five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation.

Remarks:

Steven Hochberg, a partner in Deerfield Management Company, serves as a director of the Issuer. Jonathan Isler, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 to a Form 3 with regard to Proteon Therapeutics, Inc. filed with the Securities and Exchange Commission on August 4, 2017 by Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P., Deerfield International Master Fund, L.P., Deerfield Private Design Fund III, L.P., Deerfield Private Design Fund IV, L.P., Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P., Deerfield Management Company, L.P., and James E. Flynn.

	/s/ Jonathan Isler, Attorney-in-Fact	02/23/2018
	** Signature of Reporting Person	Date
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