CUSIP No.
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00972G108
|
13G
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Page 2 of 11
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1.
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Mgmt, L.P.
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||
2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) o
(b) ý
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|
3.
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SEC USE ONLY
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||
4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
575,350 (1)
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||
7.
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SOLE DISPOSITIVE POWER
0
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||
8.
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SHARED DISPOSITIVE POWER
575,350 (1)
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||
9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
575,350 (1)
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||
10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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o
|
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.89%
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||
12.
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TYPE OF REPORTING PERSON*
PN
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CUSIP No.
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00972G108
|
13G
|
Page 3 of 11
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1.
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Management Company, L.P.
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||
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
1,150,700 (2)
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||
7.
|
SOLE DISPOSITIVE POWER
0
|
||
8.
|
SHARED DISPOSITIVE POWER
1,150,700 (2)
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,150,700 (2)
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
o
|
|
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.77%
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||
12.
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TYPE OF REPORTING PERSON*
PN
|
CUSIP No.
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00972G108
|
13G
|
Page 4 of 11
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1.
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Mgmt III, 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
575,350 (3)
|
||
7.
|
SOLE DISPOSITIVE POWER
0
|
||
8.
|
SHARED DISPOSITIVE POWER
575,350 (3)
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
575,350 (3)
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
o
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.89%
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||
12.
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TYPE OF REPORTING PERSON*
PN
|
CUSIP No.
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00972G108
|
13G
|
Page 5 of 11
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1.
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Special Situations Fund, L.P.
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||
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
575,350 (4)
|
||
7.
|
SOLE DISPOSITIVE POWER
0
|
||
8.
|
SHARED DISPOSITIVE POWER
575,350 (4)
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
575,350 (4)
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
o
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.89%
|
||
12.
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TYPE OF REPORTING PERSON*
PN
|
CUSIP No.
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00972G108
|
13G
|
Page 6 of 11
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1.
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Private Design Fund III, L.P.
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||
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
575,350 (5)
|
||
7.
|
SOLE DISPOSITIVE POWER
0
|
||
8.
|
SHARED DISPOSITIVE POWER
575,350 (5)
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
575,350 (5)
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
o
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.89%
|
||
12.
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TYPE OF REPORTING PERSON*
PN
|
CUSIP No.
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00972G108
|
13G
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Page 7 of 11
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1.
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
James E. Flynn
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||
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
1,150,700 (6)
|
||
7.
|
SOLE DISPOSITIVE POWER
0
|
||
8.
|
SHARED DISPOSITIVE POWER
1,150,700 (6)
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,150,700 (6)
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
o
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.77%
|
||
12.
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TYPE OF REPORTING PERSON*
IN
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CUSIP No.
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00972G108
|
13G
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Page 8 of 11
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Item 1(a). | Name of Issuer: | |
Akari Therapeutics PLC
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Item 1(b). | Address of Issuer's Principal Executive Offices: | |
24 West 40th Street, 8th Floor
New York, NY 10018
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Item 2(a). | Name of Person Filing: | |
James E. Flynn, Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Management Company, L.P., Deerfield Special Situations Fund, L.P. and Deerfield Private Design Fund III, L.P.
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Item 2(b). | Address of Principal Business Office, or if None, Residence: | |
James E. Flynn, Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Management Company, L.P., Deerfield Special Situations Fund, L.P., and Deerfield Private Design Fund III, L.P., 780 Third Avenue, 37th Floor, New York, NY 10017
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Item 2(c). | Citizenship: | |
Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Management Company, L.P., Deerfield Private Design Fund III, L.P. and Deerfield Special Situations Fund, L.P. - Delaware limited partnerships;
James E. Flynn – United States citizen
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Item 2(d). | Title of Class of Securities: | |
Ordinary Shares, par value £0.01 (represented by American Depositary Shares)
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Item 2(e). | CUSIP Number: | |
00972G108
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Item 3. |
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
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(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); |
(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; |
CUSIP No.
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00972G108
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13G
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Page 9 of 11
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(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 |
A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
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(k) | o |
Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
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Item 4. | Ownership. |
(a) |
Amount beneficially owned**:
|
||
Deerfield Mgmt, L.P. - 575,350 shares
Deerfield Mgmt III, L.P. – 575,350 shares
Deerfield Management Company, L.P. - 1,150,700 shares
Deerfield Special Situations Fund, L.P. - 575,350 shares
Deerfield Private Design Fund III, L.P. – 575,350 shares
James E. Flynn – 1,150,700 shares
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(b) |
Percent of class**:
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Deerfield Mgmt, L.P. - 4.89%
Deerfield Mgmt III, L.P. – 4.89%
Deerfield Management Company, L.P. – 9.77%
Deerfield Special Situations Fund, L.P. – 4.89%
Deerfield Private Design Fund III, L.P. – 4.89%
James E. Flynn – 9.77%
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(c) |
Number of shares as to which such person has**:
|
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(i) |
Sole power to vote or to direct the vote:
|
All Reporting Persons - 0
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|||
(ii) |
Shared power to vote or to direct the vote:
|
Deerfield Mgmt, L.P. - 575,350 shares
Deerfield Mgmt III, L.P. – 575,350 shares
Deerfield Management Company, L.P. - 1,150,700 shares
Deerfield Special Situations Fund, L.P. - 575,350 shares
Deerfield Private Design Fund III, L.P. – 575,350 shares
James E. Flynn – 1,150,700 shares
|
(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 Mgmt, L.P. - 575,350 shares
Deerfield Mgmt III, L.P. – 575,350 shares
Deerfield Management Company, L.P. - 1,150,700 shares
Deerfield Special Situations Fund, L.P. - 575,350 shares
Deerfield Private Design Fund III, L.P. – 575,350 shares
James E. Flynn – 1,150,700 shares
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CUSIP No.
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00972G108
|
13G
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Page 10 of 11
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Item 5.
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Ownership of Five Percent or Less of a Class.
|
|
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Item 6.
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Ownership of More Than Five Percent on Behalf of Another Person. |
|
N/A
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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
|
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.
|
00972G108
|
13G
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Page 11 of 11
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