o
|
Rule 13d-1(b)
|
x
|
Rule 13d-1(c)
|
o
|
Rule 13d-1(d)
|
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) x
|
|
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
2,434,437 (1)
|
||
7.
|
SOLE DISPOSITIVE POWER
0
|
||
8.
|
SHARED DISPOSITIVE POWER
2,434,437 (1)
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,434,437 (1)
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.44%
|
||
12.
|
TYPE OF REPORTING PERSON*
PN
|
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) x
|
|
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 POWER
0
|
||
8.
|
SHARED DISPOSITIVE 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
0.00%
|
||
12.
|
TYPE OF REPORTING PERSON*
PN
|
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) x
|
|
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
412,500
|
||
7.
|
SOLE DISPOSITIVE POWER
0
|
||
8.
|
SHARED DISPOSITIVE POWER
412,500
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
412,500
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.75%
|
||
12.
|
TYPE OF REPORTING PERSON*
PN
|
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) x
|
|
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
562,814 (2)
|
||
7.
|
SOLE DISPOSITIVE POWER
0
|
||
8.
|
SHARED DISPOSITIVE POWER
562,814 (2)
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
562,814 (2)
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.03%
|
||
12.
|
TYPE OF REPORTING PERSON*
PN
|
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) x
|
|
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 POWER
0
|
||
8.
|
SHARED DISPOSITIVE 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
0.00%
|
||
12.
|
TYPE OF REPORTING PERSON*
CO
|
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) x
|
|
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
562,814
|
||
7.
|
SOLE DISPOSITIVE POWER
0
|
||
8.
|
SHARED DISPOSITIVE POWER
562,814
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
562,814
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.03%
|
||
12.
|
TYPE OF REPORTING PERSON*
CO
|
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) x
|
|
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
774,402
|
||
7.
|
SOLE DISPOSITIVE POWER
0
|
||
8.
|
SHARED DISPOSITIVE POWER
774,402
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
774,402
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.41%
|
||
12.
|
TYPE OF REPORTING PERSON*
PN
|
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) x
|
|
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
1,247,535
|
||
7.
|
SOLE DISPOSITIVE POWER
0
|
||
8.
|
SHARED DISPOSITIVE POWER
1,247,535
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,247,535
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.28%
|
||
12.
|
TYPE OF REPORTING PERSON*
PN
|
|
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) x
|
|
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
2,997,251 (3)
|
||
7.
|
SOLE DISPOSITIVE POWER
0
|
||
8.
|
SHARED DISPOSITIVE POWER
2,997,251 (3)
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,997,251 (3)
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.47%
|
||
12.
|
TYPE OF REPORTING PERSON*
IN
|
Item 1(a). | Name of Issuer: | |
Pacific Biosciences of California, Inc.
|
||
Item 1(b). | Address of Issuer's Principal Executive Offices: | |
1380 Willow Road
Menlo Park, CA 94025
|
||
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
International Limited, Deerfield Special Situations Fund 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: | |
69404D108
|
||
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:
|
(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;
|
(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);
|
|
(k) | o |
Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
|
Item 4. | Ownership. |
(a) |
Amount beneficially owned**:
|
||
Deerfield Capital, L.P. – 2,434,437 shares
Deerfield Partners, L.P. – 0 shares
Deerfield Special Situations Fund, L.P. – 412,500 shares
Deerfield Management Company, L.P. – 562,814 shares
Deerfield International Limited – 0 shares
Deerfield Special Situations Fund International Limited – 562,814 shares
Deerfield Private Design Fund, L.P. – 774,402 shares
Deerfield Private Design International, L.P. – 1,247,535 shares
James E. Flynn – 2,997,251 shares
|
|||
(b) |
Percent of class**:
|
||
Deerfield Capital, L.P. – 4.44%
Deerfield Partners, L.P. – 0.00%
Deerfield Special Situations Fund, L.P. – 0.75%
Deerfield Management Company, L.P. – 1.03%
Deerfield International Limited – 0.00%
Deerfield Special Situations Fund International Limited – 1.03%
Deerfield Private Design Fund, L.P. – 1.41%
Deerfield Private Design International, L.P. – 2.28%
James E. Flynn – 5.47%
|
(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. – 2,434,437
Deerfield Partners, L.P. – 0
Deerfield Special Situations Fund, L.P. – 412,500
Deerfield Management Company, L.P. – 562,814
Deerfield International Limited – 0
Deerfield Special Situations Fund International Limited – 562,814
Deerfield Private Design Fund, L.P. – 774,402
Deerfield Private Design International, L.P. – 1,247,535
James E. Flynn - 2,997,251
|
(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. – 2,434,437
Deerfield Partners, L.P. – 0
Deerfield Special Situations Fund, L.P. – 412,500
Deerfield Management Company, L.P. – 562,814
Deerfield International Limited – 0
Deerfield Special Situations Fund International Limited – 562,814
Deerfield Private Design Fund, L.P. – 774,402
Deerfield Private Design International, L.P. – 1,247,535
James E. Flynn - 2,997,251
|
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
|
*
|
Deerfield Partners, L.P. and Deerfield International Limited no longer hold any shares and are no longer part of any filing “group” with the other reporting persons hereunder.
|
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. |
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
|
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
|
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
|