Sec Form 4 Filing - Flynn James E @ Talon Therapeutics, Inc. - 2012-02-06

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 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
2. Issuer Name and Ticker or Trading Symbol
Talon Therapeutics, Inc. [ TLON.OB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Possible Members of 10% Group
(Last) (First) (Middle)
780 THIRD AVENUE, 37TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
02/06/2012
(Street)
NEW YORK, NY10017
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 ( 1 ) 02/06/2012 S 3,300 D $ 0.98 320,043 I ( 2 ) Through Deerfield Special Situations Fund, L.P. ( 2 )
Common Stock ( 1 ) 02/06/2012 S 4,564 D $ 0.98 600,386 I ( 2 ) Deerfield Special Situations Fund International, Limited ( 3 )
Common Stock ( 1 ) 02/06/2012 S 6,536 D $ 0.98 768,222 I ( 2 ) Through Deerfield Private Design Fund, L.P. ( 2 )
Common Stock ( 1 ) 02/06/2012 S 10,600 D $ 0.98 1,237,501 I ( 2 ) Through Deerfield Private Design International, L.P. ( 2 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underly ing Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Flynn James E
780 THIRD AVENUE
37TH FLOOR
NEW YORK, NY10017
X X Possible Members of 10% Group
DEERFIELD CAPITAL LP
780 THIRD AVENUE
37TH FLOOR
NEW YORK, NY10017
X Possible Members of 10% Group
Deerfield Special Situations Fund, L.P.
780 3RD AVENUE
37TH FLOOR
NEW YORK, NY10017
X Possible Members of 10% Group
DEERFIELD PRIVATE DESIGN FUND L P
780 3RD AVE 37TH FL
NEW YORK, NY10017
X Possible Members of 10% Group
Deerfield Private Design International, L.P.
780 THIRD AVENUE, 37TH FLOOR
NEW YORK, NY10017
X Possible Members of 10% Group
DEERFIELD MANAGEMENT CO /NY
780 THIRD AVENUE, 37TH FLOOR
NEW YORK, NY10017
X Possible Members of 10% Group
Deerfield Special Situations Fund International LTD
C/O CITI HEDGE FUND SERVICES (BVI) LTD
BISON COURT, P.O. BOX 3460
ROAD TOWN, TORTOLA, D8-
X Possible Members of 10% Group
Signatures
/s/ Darren Levine 02/08/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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"). The Capital Funds and the Management Fund (each as defined below) share a contractual right to designate one director to the Board of Directors of the Company.
( 2 )Deerfield Capital, L.P. is the general partner of Deerfield Special Situations Fund, L.P., Deerfield Private Design Fund, L.P. and Deerfield Private Design International, L.P. (the "Capital Funds"). James E. Flynn is the managing member of the general partner of Deerfield Capital, L.P. In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Capital 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.
( 3 )Deerfield Management Company, L.P. is the investment manager of Deerfield Special Situations Fund International, Limited (the "Management Fund"). James E. Flynn is the managing member of the general partner of Deerfield Management Company, L.P. In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Management Fund 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:
Darren Levine, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 of the Form 4 filed by the Reporting Persons on June 9, 2010 with respect to Hana Biosciences, Inc. (now known as Talon Therapeutics, Inc.).

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