CUSIP No.
|
67072V103
|
13G
|
Page 2 of 16 Pages
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Capital, L.P.
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ý
|
|
3.
|
SEC USE ONLY
|
||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
638,489(1)
|
||
7.
|
SOLE DISPOSITIVE VOTING POWER
0
|
||
8.
|
SHARED DISPOSITIVE VOTING POWER
638,489(1)
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
638,489(1)
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.21%
|
||
12.
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No.
|
67072V103
|
13G
|
Page 3 of 16 Pages
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Partners, L.P.
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ý
|
|
3.
|
SEC USE ONLY
|
||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
506,999
|
||
7.
|
SOLE DISPOSITIVE VOTING POWER
0
|
||
8.
|
SHARED DISPOSITIVE VOTING POWER
506,999
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
506,999
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.96%
|
||
12.
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No.
|
67072V103
|
13G
|
Page 4 of 16 Pages
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Special Situations Fund, L.P.
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ý
|
|
3.
|
SEC USE ONLY
|
||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
131,490(2)
|
||
7.
|
SOLE DISPOSITIVE VOTING POWER
0
|
||
8.
|
SHARED DISPOSITIVE VOTING POWER
131,490(2)
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
131,490(2)
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.25%
|
||
12.
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No.
|
67072V103
|
13G
|
Page 5 of 16 Pages
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Management Company, L.P.
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ý
|
|
3.
|
SEC USE ONLY
|
||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
947,825(3)
|
||
7.
|
SOLE DISPOSITIVE VOTING POWER
0
|
||
8.
|
SHARED DISPOSITIVE VOTING POWER
947,825(3)
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
947,825(3)
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.79%
|
||
12.
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No.
|
67072V103
|
13G
|
Page 6 of 16 Pages
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield International Limited
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ý
|
|
3.
|
SEC USE ONLY
|
||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
717,615
|
||
7.
|
SOLE DISPOSITIVE VOTING POWER
0
|
||
8.
|
SHARED DISPOSITIVE VOTING POWER
717,615
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
717,615
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.36%
|
||
12.
|
TYPE OF REPORTING PERSON*
CO
|
CUSIP No.
|
67072V103
|
13G
|
Page 7 of 16 Pages
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Special Situations Fund International Limited
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ý
|
|
3.
|
SEC USE ONLY
|
||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
230,210(4)
|
||
7.
|
SOLE DISPOSITIVE VOTING POWER
0
|
||
8.
|
SHARED DISPOSITIVE VOTING POWER
230,210(4)
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
230,210(4)
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.44%
|
||
12.
|
TYPE OF REPORTING PERSON*
CO
|
CUSIP No.
|
67072V103
|
13G
|
Page 8 of 16 Pages
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Private Design Fund, L.P.
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ý
|
|
3.
|
SEC USE ONLY
|
||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
0
|
||
7.
|
SOLE DISPOSITIVE VOTING POWER
0
|
||
8.
|
SHARED DISPOSITIVE VOTING POWER
0
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
||
12.
|
TYPE OF REPORTING PERSON*
CO
|
CUSIP No.
|
67072V103
|
13G
|
Page 9 of 16 Pages
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Private Design International, L.P.
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ý
|
|
3.
|
SEC USE ONLY
|
||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
0
|
||
7.
|
SOLE DISPOSITIVE VOTING POWER
0
|
||
8.
|
SHARED DISPOSITIVE VOTING POWER
0
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
||
12.
|
TYPE OF REPORTING PERSON*
CO
|
CUSIP No.
|
67072V103
|
13G
|
Page 10 of 16 Pages
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
James E. Flynn
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ý
|
|
3.
|
SEC USE ONLY
|
||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
1,586,314(5)
|
||
7.
|
SOLE DISPOSITIVE VOTING POWER
0
|
||
8.
|
SHARED DISPOSITIVE VOTING POWER
1,586,314(5)
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,586,314(5)
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.0%
|
||
12.
|
TYPE OF REPORTING PERSON*
IN
|
CUSIP No.
|
67072V103
|
13G
|
Page 11 of 16 Pages
|
Item 1(a). | Name of Issuer: | |
Nxstage Medical, Inc.
|
||
Item 1(b). | Address of Issuer's Principal Executive Offices: | |
439 S. Union Street, 5th Floor
Lawrence, MA 01843
|
||
Item 2(a). | Name of Person Filing: | |
James E. Flynn, Deerfield Capital, L.P., Deerfield Partners, L.P., Deerfield
Special Situations Fund, L.P., Deerfield Management Company, L.P., Deerfield Special
Situations Fund International Limited; Deerfield International Limited,
Deerfield Private Design Fund, L.P.; Deerfield Private Design International, L.P.
|
||
Item 2(b). | Address of Principal Business Office, or if None, Residence: | |
James E. Flynn, Deerfield Capital, L.P., Deerfield Partners, L.P.,
Deerfield Special Situations Fund, L.P., Deerfield Management Company, L.P.,
Deerfield Private Design Fund, L.P., Deerfield Private Design International, L.P.,
780 Third Avenue, 37th Floor, New York, NY 10017; Deerfield International Limited,
Deerfield Special Situations Fund International Limited c/o Citi Hedge Fund
Services (B.V.I.) Ltd., Bison Court, Columbus Centre, P.O. Box 3460, Road Town,
Tortola, D8, British Virgin Islands
|
||
Item 2(c). | Citizenship: | |
Mr. Flynn - United States citizen
Deerfield Capital, L.P., Deerfield Partners, L.P., Deerfield
Special Situations Fund, L.P., Deerfield Management Company, L.P. and Deerfield
Private Design Fund, L.P.- Delaware limited partnerships
Deerfield International Limited and Deerfield Special Situations
Fund International Limited - British Virgin Islands corporations
Deerfield Private Design International, L.P. – British Virgin Islands limited
partnership
|
||
Item 2(d). | Title of Class of Securities: | |
Common Stock
|
||
Item 2(e). | CUSIP Number: | |
67072V103
|
||
Item 3. |
|
(a) | o | Broker or dealer registered under Section 15 of the Exchange Act. | |
(b) | o | Bank as defined in Section 3(a)(6) of the Exchange Act. | |
(c) | o | Insurance company as defined in Section 3(a)(19) of the Exchange Act. | |
(d) | o | Investment company registered under Section 8 of the Investment Company Act. | |
(e) | o | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
CUSIP No.
|
67072V103
|
13G
|
Page 12 of 16 Pages
|
(f) | o | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | |
(g) | o | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | |
(h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; | |
(i) | o | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; | |
(j) | o | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
Item 4. | Ownership. |
(a) | Amount beneficially owned**: | ||
Deerfield Capital, L.P. – 638,489 shares
Deerfield Partners, L.P. – 506,999 shares
Deerfield Special Situations Fund, L.P. – 131,490 shares
Deerfield Management Company, L.P. – 947,825 shares
Deerfield International Limited – 717,615 shares
Deerfield Special Situations Fund International Limited – 230,210 shares
Deerfield Private Design Fund, L.P. – 0
Deerfield Private Design International, L.P. – 0
James E. Flynn – 1,586,314 shares
|
|||
(b) | Percent of class:** | ||
Deerfield Capital, L.P. – 1.21%
Deerfield Partners, L.P. – 0.96%
Deerfield Special Situations Fund, L.P. – 0.25%
Deerfield Management Company, L.P. – 1.79%
Deerfield International Limited – 1.36%
Deerfield Special Situations Fund International Limited – 0.44%
Deerfield Private Design Fund, L.P. – 0%
Deerfield Private Design International, L.P. – 0%
James E. Flynn – 3.0%
|
(c) | Number of shares as to which such person has**: | ||||
(i) | Sole power to vote or to direct the vote |
All Reporting Persons - 0
|
|||
(ii) | Shared power to vote or to direct the vote |
Deerfield Capital, L.P. – 638,489
Deerfield Partners, L.P. – 506,999
Deerfield Special Situations Fund, L.P. – 131,490
Deerfield Management Company, L.P. – 947,825
Deerfield International Limited – 717,615
Deerfield Special Situations Fund International Limited – 230,210
Deerfield Private Design Fund L.P. – 0
Deerfield Private Design International, L.P. – 0
James E. Flynn - 1,586,314
|
CUSIP No.
|
67072V103
|
13G
|
Page 13 of 16 Pages
|
(iii) | Sole power to dispose or to direct the disposition of |
All Reporting Persons - 0
|
|||
(iv) | Shared power to dispose or to direct the disposition of |
Deerfield Capital, L.P. – 638,489
Deerfield Partners, L.P. – 506,999
Deerfield Special Situations Fund, L.P. – 131,490
Deerfield Management Company, L.P. – 947,825
Deerfield International Limited – 717,615
Deerfield Special Situations Fund International Limited – 230,210
Deerfield Private Design Fund L.P. – 0
Deerfield Private Design International, L.P. – 0
James E. Flynn - 1,586,314
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
|
|
Item 6.
|
Ownership of More Than Five Percent on Behalf of Another Person. |
|
N/A
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
|
N/A
|
CUSIP No.
|
67072V103
|
13G
|
Page 14 of 16 Pages
|
Item 8.
|
Identification and Classification of Members of the Group. |
|
See Exhibit B
|
Item 9.
|
Notice of Dissolution of Group. |
|
N/A
|
Item 10.
|
Certifications. |
CUSIP No.
|
67072V103
|
13G
|
Page 15 of 16 Pages
|
DEERFIELD CAPITAL, L.P.
|
||
By:
|
J.E. Flynn Capital LLC, General Partner
|
|
By:
|
/s/ Darren Levine
|
|
Darren Levine, Attorney-In-Fact
|
||
DEERFIELD PARTNERS, L.P.
|
||
By:
|
Deerfield Capital, L.P., General Partner
|
|
By:
|
J.E. Flynn Capital LLC, General Partner
|
|
By:
|
/s/ Darren Levine
|
|
|
Darren Levine, Attorney-In-Fact
|
DEERFIELD SPECIAL SITUATIONS FUND, L.P.
|
||
By:
|
Deerfield Capital, L.P., General Partner
|
|
By:
|
J.E. Flynn Capital LLC, General Partner
|
|
By:
|
/s/ Darren Levine
|
|
Darren Levine, Attorney-In-Fact
|
DEERFIELD PRIVATE DESIGN FUND, L.P.
|
||
By:
|
Deerfield Capital, L.P., General Partner
|
|
By:
|
J.E. Flynn Capital LLC, General Partner
|
|
By:
|
/s/ Darren Levine
|
|
Darren Levine, Attorney-In-Fact
|
DEERFIELD PRIVATE DESIGN INTERNATIONAL, L.P.
|
||
By:
|
Deerfield Capital, L.P., General Partner
|
|
By:
|
J.E. Flynn Capital LLC, General Partner
|
|
By:
|
/s/ Darren Levine
|
|
Darren Levine, Attorney-In-Fact
|
CUSIP No.
|
67072V103
|
13G
|
Page 16 of 16 Pages
|
DEERFIELD MANAGEMENT COMPANY, L.P.
|
||
By:
|
Flynn Management LLC, General Partner
|
|
By:
|
/s/ Darren Levine
|
|
Darren Levine, Attorney-In-Fact
|
DEERFIELD INTERNATIONAL LIMITED
|
||
By:
|
/s/ Darren Levine
|
|
Darren Levine, Attorney-In-Fact
|
DEERFIELD SPECIAL SITUATIONS FUND INTERNATIONAL LIMITED
|
||
By:
|
/s/ Darren Levine
|
|
Darren Levine, Attorney-In-Fact
|
JAMES E. FLYNN
|
||
/s/ Darren Levine
|
||
Darren Levine, Attorney-In-Fact
|
Exhibit A.
|
Joint Filing Agreement.
|
Exhibit B.
|
Item 8 Statement.
|
Exhibit C.(1)
|
Power of Attorney.
|
DEERFIELD CAPITAL, L.P.
|
||
By:
|
J.E. Flynn Capital LLC, General Partner
|
|
By:
|
/s/ Darren Levine
|
|
Darren Levine, Attorney-In-Fact
|
||
DEERFIELD PARTNERS, L.P.
|
||
By:
|
Deerfield Capital, L.P., General Partner
|
|
By:
|
J.E. Flynn Capital LLC, General Partner
|
|
By:
|
/s/ Darren Levine
|
|
|
Darren Levine, Attorney-In-Fact
|
DEERFIELD SPECIAL SITUATIONS FUND, L.P.
|
||
By:
|
Deerfield Capital, L.P., General Partner
|
|
By:
|
J.E. Flynn Capital LLC, General Partner
|
|
By:
|
/s/ Darren Levine
|
|
Darren Levine, Attorney-In-Fact
|
DEERFIELD MANAGEMENT COMPANY, L.P.
|
||
By:
|
Flynn Management LLC, General Partner
|
|
By:
|
/s/ Darren Levine
|
|
Darren Levine, Attorney-In-Fact
|
DEERFIELD PRIVATE DESIGN FUND, L.P.
|
||
By:
|
Deerfield Capital, L.P., General Partner
|
|
By:
|
J.E. Flynn Capital LLC, General Partner
|
|
By:
|
/s/ Darren Levine
|
|
Darren Levine, Attorney-In-Fact
|
DEERFIELD PRIVATE DESIGN INTERNATIONAL, L.P.
|
||
By:
|
Deerfield Capital, L.P., General Partner
|
|
By:
|
J.E. Flynn Capital LLC, General Partner
|
|
By:
|
/s/ Darren Levine
|
|
Darren Levine, Attorney-In-Fact
|
DEERFIELD INTERNATIONAL LIMITED
|
||
By:
|
/s/ Darren Levine
|
|
Darren Levine, Attorney-In-Fact
|
DEERFIELD SPECIAL SITUATIONS FUND INTERNATIONAL LIMITED
|
||
By:
|
/s/ Darren Levine
|
|
Darren Levine, Attorney-In-Fact
|
JAMES E. FLYNN
|
||
/s/ Darren Levine
|
||
Darren Levine, Attorney-In-Fact
|