Sec Form 3 Filing - DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) @ DA32 Life Science Tech Acquisition Corp. - 2021-07-27

FORM 3 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 DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) 2. Issuer Name and Ticker or Trading Symbol DA32 Life Science Tech Acquisition Corp. [ DALS] 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) 345 PARK AVENUE SOUTH, 12TH FLOOR, 3. Date of Earliest Transaction (MM/DD/YY) 07/27/2021 (Street) NEW YORK, NY10010 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

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 Class B Common Stock ( 1 ) ( 3 ) ( 3 ) ( 3 ) Class A Common Stock 5,166,250 I ( 2 ) Through DA32 Sponsor LLC

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK, NY10010 X X Director by deputization Deerfield Mgmt L.P. 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK X X Director by deputization DEERFIELD PARTNERS, L.P. 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK, NY10010 X X Director by deputization Flynn James E DA32 LIFE SCIENCE TECH ACQUISITION CORP 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK, NY10010 X X Director by deputization Signatures /s/ Jonathan Isler, Attorney-in-Fact for Deerfield Management Company, L.P. 07/27/2021 Signature of Reporting Person Date /s/ Jonathan Isler, Attorney-in-Fact for Deerfield Partners, L.P. 07/27/2021 Signature of Reporting Person Date /s/ Jonathan Isler, Attorney-in-Fact for Deerfield Mgmt, L.P. 07/27/2021 Signature of Reporting Person Date /s/ Jonathan Isler, Attorney-in-Fact for James E. Flynn 07/27/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 3 is filed jointly by Deerfield Partners, L.P. ("Deerfield Partners"), Deerfield Mgmt, L.P. ("Deerfield Mgmt"), Deerfield Management Company, L.P. (Deerfield Management") and James E. Flynn (collectively, the "Reporting Persons"). For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any the securities reported herein, 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. ( 2 )DA32 Sponsor LLC ("Sponsor") is the record holder of the securities reported herein. As one of three managing members of Sponsor, Deerfield Partners may be deemed to beneficially own the securities owned directly by Sponsor. As the general partner of Deerfield Partners, Deerfield Mgmt may be deemed to beneficially own the securities owned directly by Sponsor. As the investment manager of Deerfield Partners, Deerfield Management may be deemed to beneficially own securities owned directly by Sponsor. As the sole member of the general partner of each of Deerfield Management and Deerfield Mgmt, James E. Flynn may be deemed to beneficially own the securities owned directly by Sponsor. The Sponsor and other members of the Sponsor are separately filing a Form 3 with respect to the securities reported herein. ( 3 )The shares of Class B Common Stock are convertible into shares of the Issuer's Class A Common Stock as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-257679) (the "Registration Statement") and have no expiration date. The shares of Class B Common Stock beneficially owned by the Reporting Persons include up to 750,000 shares of Class B Common Stock subject to forfeiture to the Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of Class A Common Stock, as described in the Registration Statement.

Remarks: See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer.Andrew ElBardissi, an employee of 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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