CUSIP
No.
|
038505301
|
13G
|
Page
2 of 11
|
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) 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
0
|
||
7.
|
SOLE
DISPOSITIVE VOTING POWER
0
|
||
8.
|
SHARED
DISPOSITIVE VOTING 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%
|
||
12.
|
TYPE
OF REPORTING PERSON*
PN
|
CUSIP
No.
|
038505301
|
13G
|
Page 3
of 11
|
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) 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
0
|
||
7.
|
SOLE
DISPOSITIVE VOTING POWER
0
|
||
8.
|
SHARED
DISPOSITIVE VOTING 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
|
||
12.
|
TYPE
OF REPORTING PERSON*
PN
|
CUSIP
No.
|
038505301
|
13G
|
Page 4
of 11
|
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) ý
|
|
3.
|
SEC
USE ONLY
|
||
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
6.
|
SHARED
VOTING POWER
0
|
||
7.
|
SOLE
DISPOSITIVE VOTING POWER
0
|
||
8.
|
SHARED
DISPOSITIVE VOTING 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%
|
||
12.
|
TYPE
OF REPORTING PERSON*
PN
|
CUSIP
No.
|
038505301
|
13G
|
Page 5
of 11
|
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) ý
|
|
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 VOTING POWER
0
|
||
8.
|
SHARED
DISPOSITIVE VOTING 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%
|
||
12.
|
TYPE
OF REPORTING PERSON*
CO
|
CUSIP
No.
|
038505301
|
13G
|
Page 6
of 11
|
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) 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
0
|
||
7.
|
SOLE
DISPOSITIVE VOTING POWER
0
|
||
8.
|
SHARED
DISPOSITIVE VOTING 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%
|
||
12.
|
TYPE
OF REPORTING PERSON*
IN
|
CUSIP
No.
|
038505301
|
13G
|
Page 7
of 11
|
Item 1(a). | Name of Issuer: | |
Aradigm
Corporation
|
||
Item 1(b). | Address of Issuer's Principal Executive Offices: | |
3929
Point Eden Way
Hayward,
California
94545
|
||
Item 2(a). | Name of Person Filing: | |
James
E. Flynn, Deerfield Capital, L.P., Deerfield Special
Situations
Fund,
L.P., Deerfield Management Company, L.P., Deerfield Special
Situations
Fund International
Limited
|
||
Item 2(b). | Address of Principal Business Office, or if None, Residence: | |
James
E. Flynn, Deerfield Capital, L.P., Deerfield Special
Situations
Fund,
L.P., Deerfield Management Company, L.P., 780 Third Avenue, 37th
Floor,
New
York, NY 10017, Deerfield Special Situations Fund International
Limited,
c/o
Bisys Management, Bison Court, Columbus Centre,
P.O.
Box 3460, Road Town, Tortola, British Virgin
Islands
|
||
Item 2(c). | Citizenship: | |
Mr.
Flynn - United States citizen
Deerfield
Capital, L.P. and Deerfield Special Situations Fund, L.P. -
Delaware
limited
partnerships, Deerfield Management Company, L.P. - New York
limited
partnership,
Deerfield Special Situations Fund International Limited-
British
Virgin
Islands
corporation
|
||
Item 2(d). | Title of Class of Securities: | |
Common
Stock
|
||
Item 2(e). | CUSIP Number: | |
038505301
|
||
Item 3. |
|
(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.
|
038505301
|
13G
|
Page 8
of 11
|
(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 | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
Item 4. | Ownership. |
(a) | Amount beneficially owned: | ||
Deerfield
Capital, L.P. – 0 shares
Deerfield
Special Situations Fund, L.P. – 0 shares
Deerfield
Management Company, L.P. – 0 shares
Deerfield
Special Situations Fund International Limited – 0 shares
James
E. Flynn – 0
shares
|
|||
(b) | Percent of class: | ||
Deerfield
Capital, L.P. - 0%
Deerfield
Partners, L.P. – 0%
Deerfield
Management Company, L.P. – 0%
Deerfield
International Limited – 0%
James
E. Flynn –
0%
|
(c) | Number of shares as to which such person has: | ||||
(i) | Sole power to vote or to direct the vote |
0
|
|||
(ii) | Shared power to vote or to direct the vote |
Deerfield
Capital,
L.P.
– 0
Deerfield
Special Situations
Fund,
L.P. – 0
Deerfield
Management
Company,
L.P. – 0
Deerfield
Special Situations
Fund
International Limited – 0
James
E. Flynn -
0
|
CUSIP
No.
|
038505301
|
13G
|
Page 9
of 11
|
(iii) | Sole power to dispose or to direct the disposition of |
0
|
|||
(iv) | Shared power to dispose or to direct the disposition of |
Deerfield
Capital,
L.P.
– 0
Deerfield
Special Situations
Fund,
L.P. – 0
Deerfield
Management
Company,
L.P. – 0
Deerfield
Special Situations
Fund
International Limited – 0
James
E. Flynn -
0
|
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
|
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
|
CUSIP
No.
|
038505301
|
13G
|
Page 10
of 11
|
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.
|
038505301
|
13G
|
Page 11
of 11
|
DEERFIELD
CAPITAL, L.P.
|
||
By:
|
J.E.
Flynn Capital LLC,
General
Partner
|
|
By:
|
/s/
Darren Levine
|
|
Darren
Levine, Authorized Signatory
|
||
DEERFIELD
SPECIAL SITUATIONS FUND, L.P.
|
||
By:
|
Deerfield
Capital, L.P.
|
|
By:
|
J.E.
Flynn Capital LLC,
General
Partner
|
|
By:
|
/s/
Darren Levine
|
|
Darren
Levine, Authorized Signatory
|
DEERFIELD
MANAGEMENT COMPANY, L.P.
|
||
By:
|
Flynn
Management LLC
General
Partner
|
|
By:
|
/s/
Darren Levine
|
|
Darren
Levine, Authorized Signatory
|
DEERFIELD
SPECIAL SITUATIONS FUND INTERNATIONAL
LIMITED
|
||
By:
|
Deerfield
Management Company
|
|
By:
|
Flynn
Management LLC,
General
Partner
|
|
By:
|
/s/
Darren Levine
|
|
Darren
Levine, Authorized Signatory
|
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, Authorized Signatory
|
||
DEERFIELD
SPECIAL SITUATIONS FUND, L.P.
|
||
By:
|
Deerfield
Capital, L.P.
|
|
By:
|
J.E.
Flynn Capital LLC,
General
Partner
|
|
By:
|
/s/
Darren Levine
|
|
Darren
Levine, Authorized Signatory
|
DEERFIELD
MANAGEMENT COMPANY
|
||
By:
|
Flynn
Management LLC
General
Partner
|
|
By:
|
/s/
Darren Levine
|
|
Darren
Levine, Authorized Signatory
|
DEERFIELD
SPECIAL SITUATIONS FUND INTERNATIONAL
LIMITED
|
||
By:
|
Deerfield
Management Company
|
|
By:
|
Flynn
Management LLC,
General
Partner
|
|
By:
|
/s/
Darren Levine
|
|
Darren
Levine, Authorized Signatory
|
JAMES
E. FLYNN
|
||
/s/
Darren Levine
|
||
Darren
Levine, Attorney-In-Fact
|