Sec Form 4 Filing - Flynn James E @ DFB Healthcare Acquisitions Corp. - 2018-02-21

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
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
(Last) (First) (Middle)
780 THIRD AVENUE, 37TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
02/21/2018
(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 02/21/2018 P 2,500,000 A 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 (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 Underlying 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
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 )
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 *Director by Deputization
Deerfield Mgmt IV, L.P.
780 THIRD AVENUE, 37TH FLOOR
NEW YORK, NY10017
X X * Director by Deputization
DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C)
780 THIRD AVENUE, 37TH FLOOR
NEW YORK, NY10017
X X * Director by Deputization
Deerfield Private Design Fund IV, L.P.
780 THIRD AVENUE 37TH FLOOR
NEW YORK, NY10017
X X * Director by Deputization
Signatures
/s/ Jonathan Isler, Attorney-in-Fact 02/23/2018
Signature of Reporting Person Date
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.

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 4(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).

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