CUSIP
No.
|
266898105
|
13G
|
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
1,273,806
(Includes warrants to purchase 209,489 Shares of Common
Stock)
|
||
7.
|
SOLE
DISPOSITIVE VOTING POWER
0
|
||
8.
|
SHARED
DISPOSITIVE VOTING POWER
1,273,806
(Includes warrants to purchase 209,489 Shares of Common
Stock)
|
||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,273,806
(Includes warrants to purchase 209,489 Shares of Common
Stock)
|
||
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
¨
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.24%
|
||
12.
|
TYPE
OF REPORTING PERSON*
PN
|
CUSIP
No.
|
266898105
|
13G
|
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
1,273,806
(Includes warrants to purchase 209,489 Shares of Common
Stock)
|
||
7.
|
SOLE
DISPOSITIVE VOTING POWER
0
|
||
8.
|
SHARED
DISPOSITIVE VOTING POWER
1,273,806
(Includes warrants to purchase 209,489 Shares of Common
Stock)
|
||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,273,806
(Includes warrants to purchase 209,489 Shares of Common
Stock)
|
||
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.
|
266898105
|
13G
|
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
2,336,612
(Includes warrants to purchase 383,964 Shares of Common
Stock)
|
||
7.
|
SOLE
DISPOSITIVE VOTING POWER
0
|
||
8.
|
SHARED
DISPOSITIVE VOTING POWER
2,336,612
(Includes warrants to purchase 383,964 Shares of Common
Stock)
|
||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,336,612
(Includes warrants to purchase 383,964 Shares of Common
Stock)
|
||
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
¨
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.54%
|
||
12.
|
TYPE
OF REPORTING PERSON*
PN
|
CUSIP
No.
|
266898105
|
13G
|
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
2,336,612
(Includes warrants to purchase 383,964 Shares of Common
Stock)
|
||
7.
|
SOLE
DISPOSITIVE VOTING POWER
0
|
||
8.
|
SHARED
DISPOSITIVE VOTING POWER
2,336,612
(Includes warrants to purchase 383,964 Shares of Common
Stock)
|
||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,336,612
(Includes warrants to purchase 383,964 Shares of Common
Stock)
|
||
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
¨
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.54%
|
||
12.
|
TYPE
OF REPORTING PERSON*
CO
|
CUSIP
No.
|
266898105
|
13G
|
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
3,610,418
(includes warrants to purchase 593,453 shares held by Deerfield
Special
Situations
Fund, L.P. and Deerfield Special Situations Fund International
Limited)
|
||
7.
|
SOLE
DISPOSITIVE VOTING POWER
0
|
||
8.
|
SHARED
DISPOSITIVE VOTING POWER
3,610,418
(includes warrants to purchase 593,453 shares held by Deerfield
Special
Situations
Fund, L.P. and Deerfield Special Situations Fund International
Limited)
|
||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,610,418
(includes warrants to purchase 593,453 shares held by Deerfield
Special
Situations
Fund, L.P. and Deerfield Special Situations Fund International
Limited)
|
||
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
¨
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.62%
|
||
12.
|
TYPE
OF REPORTING PERSON*
IN
|
CUSIP
No.
|
266898105
|
13G
|
Item 1(a). | Name of Issuer: | |
DUSA
PHARMACEUTICALS, INC
|
||
Item 1(b). | Address of Issuer's Principal Executive Offices: | |
25
Upton Drive
Wilmington,
Massachusetts 01887
|
||
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
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
International
Limited - British Virgin Islands
corporations
|
||
Item 2(d). | Title of Class of Securities: | |
Common
Stock
|
||
Item 2(e). | CUSIP Number: | |
266898105
|
||
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); |
CUSIP
No.
|
266898105
|
13G
|
(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 | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
Item 4. | Ownership. |
(a) | Amount beneficially owned: | ||
Deerfield
Capital, L.P. – 1,273,806 shares (Includes warrants to
purchase
209,489
Shares of Common Stock)
Deerfield
Special Situations Fund, L.P. – 1,273,806 shares (Includes
warrants
to purchase 209,489 Shares of Common Stock)
Deerfield
Management Company, L.P. – 2,336,612 shares (Includes
warrants
to purchase 383,964 Shares of Common Stock)
Deerfield
Special Situations International Limited – 2,336,612 shares
(Includes
warrants to purchase 383,964 Shares of Common Stock)
James
E. Flynn – 3,610,418 shares (includes warrants to purchase 593,453
shares
held
by Deerfield Special Situations Fund, L.P. and Deerfield Special
Situations
Fund
International Limited)
|
|||
(b) | Percent of class: | ||
Deerfield
Capital, L.P. – 5.24%
Deerfield
Special Situations Fund, L.P. – 5.24%
Deerfield
Management Company, L.P. – 9.54%
Deerfield
Special Situations International Limited – 9.54%
James
E. Flynn –
14.62%
|
(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.
– 1,273,806 shares (Includes
warrants
to purchase
209,489
Shares of Common Stock)
Deerfield
Special
Situations
Fund,
L.P.
– 1,273,806 shares
(Includes
warrants to purchase
209,489
Shares of Common Stock)
Deerfield
Management
Company,
L.P.
– 2,336,612 shares
(Includes
warrants to purchase
383,964
Shares of Common Stock)
Deerfield
Special Situations Fund
International
Limited – 2,336,612
shares
(Includes warrants to
purchase
383,964 Shares of
Common
Stock)
James
E. Flynn - 3,610,418 shares
(Includes
warrants to purchase
593,453
shares held by Deerfield
Special
Situations Fund, L.P. and
Deerfield
Special Situations
Fund
International
Limited)
|
CUSIP
No.
|
266898105
|
13G
|
(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.
– 1,273,806 shares
(Includes
warrants to purchase
209,489
Shares of Common Stock)
Deerfield
Special
Situations
Fund,
L.P.
– 1,273,806 shares
(Includes
warrants to purchase
209,489
Shares of Common Stock)
Deerfield
Management
Company,
L.P.
– 2,336,612 shares
(Includes
warrants to purchase
383,964
Shares of Common Stock)
Deerfield
Special
Situations
Fund
International
Limited
– 2,336,612 shares
(Includes
warrants to purchase
383,964
Shares of Common Stock)
James
E. Flynn - 3,610,418 shares
(Includes
warrants to purchase
593,453
shares held by Deerfield
Special
Situations Fund, L.P. and
Deerfield
Special Situations
Fund
International
Limited)
|
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.
|
266898105
|
13G
|
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.
|
266898105
|
13G
|
DEERFIELD
CAPITAL, L.P.
|
||
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.
|
|
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
SPECIAL SITUATIONS FUND INTERNATIONAL
LIMITED
|
||
By:
|
Deerfield
Management Company
|
|
By:
|
Flynn
Management LLC,
General
Partner
|
|
By:
|
/s/
Darren Levine
|
|
Darren
Levine, Attorney-In-Fact
|
JAMES
E. FLYNN
|
||
/s/
Darren Levine
|
||
Darren
Levine, Attorney-In-Fact
|
Exhibit
A.
|
Joint
Filing Agreement.
|
Exhibit
B.
|
Item
8 Statement.
|
Exhibit
C.(1)
|
Power
of
Attorney.
|
DEERFIELD
CAPITAL, L.P.
|
||
By:
|
J.E.
Flynn Capital LLC,
General
Partner
|
|
By:
|
/s/ James E. Flynn
|
|
James
E. Flynn, Managing Member
|
||
DEERFIELD
SPECIAL SITUATIONS FUND, L.P.
|
||
By:
|
Deerfield
Capital, L.P.
|
|
By:
|
J.E.
Flynn Capital LLC,
General
Partner
|
|
By:
|
/s/ James E. Flynn,
|
|
James
E. Flynn, Managing Member
|
DEERFIELD
MANAGEMENT COMPANY, L.P.
|
||
By:
|
Flynn
Management LLC
General
Partner
|
|
By:
|
/s/ James E. Flynn
|
|
James
E. Flynn, Managing Member
|
DEERFIELD
SPECIAL SITUATIONS FUND INTERNATIONAL
LIMITED
|
||
By:
|
Deerfield
Management Company
|
|
By:
|
Flynn
Management LLC,
General
Partner
|
|
By:
|
/s/ James E. Flynn
|
|
James
E. Flynn, Managing Member
|
JAMES
E. FLYNN
|
||
/s/ James E. Flynn
|
||