MANNKIND CORP — Major Shareholding Notification 2017

Apr 19, 2017

SC 13G 1 e616046_sc13g-mannkind.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. )*

MannKind Corporation

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(Name of Issuer)

Common Stock

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(Title of Class of Securities)

56400P706

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(CUSIP Number)

April 19, 2017

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(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

(Page 1 of 13 Pages)

---

• The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 56400P706 13G Page 2 of 10 Pages

1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Deerfield Mgmt, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a)
☐ (b) ☒
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 5,217,391 (1)
	7.	SOLE DISPOSITIVE POWER 0
	8.	SHARED DISPOSITIVE POWER 5,217,391 (1)
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,217,391 (1)
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*	☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.17% (2)
12.	TYPE OF REPORTING PERSON* PN

(1) Comprised of shares of common stock held by Deerfield Private Design Fund II, L.P. and Deerfield Private Design International II, L.P., of which Deerfield Mgmt, L.P. is the general partner.

(2) The percentage of outstanding common stock beneficially owned reflects 100,993,637 shares of common stock outstanding, based on 95,776,246 shares of common stock outstanding as of March 27, 2017, as set forth in the Issuer’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 7, 2017, and giving effect to the issuance of the 5,217,319 shares of common stock reported herein as of April 19, 2017.

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CUSIP No. 56400P706 13G Page 3 of 10 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)
☐ (b) ☒
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 5,217,391 (3)
	7.	SOLE DISPOSITIVE POWER 0
	8.	SHARED DISPOSITIVE POWER 5,217,391 (3)
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,217,391 (3)
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*	☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.17% (4)
12.	TYPE OF REPORTING PERSON* PN

(3) Comprised of shares of common stock held by Deerfield Private Design Fund II, L.P. and Deerfield Private Design International II, L.P., of which Deerfield Management Company, L.P. is the investment advisor.

(4) See footnote (2)

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CUSIP No. 56400P706 13G Page 4 of 10 Pages

| 1. | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Deerfield Private
Design Fund II, L.P. | |
| --- | --- | --- |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)
☐ (b) ☒ |
| 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 2,431,304 |
| | 7. | SOLE DISPOSITIVE POWER 0 |
| | 8. | SHARED DISPOSITIVE POWER 2,431,304 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,431,304 | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES | ☐ |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.41% (5) | |
| 12. | TYPE OF REPORTING PERSON* PN | |

(5) See footnote (2)

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CUSIP No. 56400P706 13G Page 5 of 10 Pages

| 1. | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Deerfield Private
Design International II, L.P. | |
| --- | --- | --- |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)
☐ (b) ☒ |
| 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 2,786,087 |
| | 7. | SOLE DISPOSITIVE POWER 0 |
| | 8. | SHARED DISPOSITIVE POWER 2,786,087 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,786,087 | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES | ☐ |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.76% (6) | |
| 12. | TYPE OF REPORTING PERSON* PN | |

(6) See footnote (2)

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CUSIP No. 56400P706 13G Page 6 of 10 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)
☐ (b) ☒
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 5,217,391 (7)
	7.	SOLE DISPOSITIVE POWER 0
	8.	SHARED DISPOSITIVE POWER 5,217,391 (7)
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,217,391 (7)
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*	☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.17% (8)
12.	TYPE OF REPORTING PERSON* IN

(7) Comprised of shares of common stock held by Deerfield Private Design Fund II, L.P. and Deerfield Private Design International II, L.P.

(8) See footnote (2)

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CUSIP No. 56400P706 13G Page 7 of 10 Pages

Item 1(a).	Name of Issuer:
	MannKind Corporation
Item 1(b).	Address of Issuer's Principal Executive Offices:
	25134
Rye Canyon Loop, Suite 300 Valencia, California 91355
Item 2(a).	Name of Person Filing:
	James
E. Flynn, Deerfield Mgmt, L.P., Deerfield Management Company, L.P., Deerfield Private Design Fund II, L.P., Deerfield Private
Design International II, L.P.
Item 2(b).	Address of Principal Business Office, or if None, Residence:
	James E. Flynn, Deerfield Mgmt, L.P., Deerfield
Management Company, L.P., Deerfield Private Design Fund II, L.P., Deerfield Private Design International II, L.P., 780 Third Avenue,
37th Floor, New York, NY 10017
Item 2(c).	Citizenship:
	Deerfield
Mgmt, L.P., Deerfield Management Company, L.P., Deerfield Private Design Fund II, L.P. - Delaware limited partnerships; Deerfield
Private Design International II, L.P. – British Virgin Islands limited partnerships; James E. Flynn - United States citizen
Item 2(d).	Title of Class of Securities:
	Common Stock
Item 2(e).	CUSIP Number:
	56400P706
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)	☐	Broker or dealer registered under Section 15 of the
Exchange Act.
(b)	☐	Bank as defined in Section 3(a)(6) of the Exchange Act.
(c)	☐	Insurance company as defined in Section 3(a)(19) of
the Exchange Act.
(d)	☐	Investment company registered under Section 8 of the
Investment Company Act.
(e)	☐	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)	☐	An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);

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CUSIP No. 56400P706 13G Page 8 of 10 Pages

| (g) | ☐ | A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G); |
| --- | --- | --- |
| (h) | ☐ | A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act; |
| (i) | ☐ | A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of the Investment Company Act; |
| (j) | ☐ | A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); |
| (k) | ☐ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: _____

Item 4.	Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a)	Amount beneficially owned**:
	Deerfield Mgmt, L.P. – 5,217,391 shares Deerfield Management Company,
L.P. – 5,217,391 shares Deerfield Private Design Fund II, L.P. – 2,431,304
shares Deerfield Private Design International II, L.P.
– 2,786,087 shares James E. Flynn – 5,217,391 shares
(b)	Percent of class**:
	Deerfield Mgmt, L.P. – 5.17% Deerfield Management Company,
L.P. – 5.17% Deerfield Private Design Fund II, L.P. – 2.41% Deerfield Private Design International II, L.P.
– 2.76% James E. Flynn – 5.17%
(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 Mgmt, L.P. – 5,217,391 Deerfield Management Company, L.P. – 5,217,391 Deerfield Private Design Fund II, L.P. – 2,431,304 Deerfield Private Design International II, L.P.
– 2,786,087 James E. Flynn - 5,217,391
	(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. – 5,217,391 Deerfield Management Company, L.P. – 5,217,391 Deerfield Private Design Fund II, L.P. – 2,431,304 Deerfield Private Design International II, L.P. – 2,786,087 James E. Flynn - 5,217,391

**See footnotes on cover pages which are incorporated by reference herein.

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CUSIP No. 56400P706 13G Page 9 of 10 Pages

Item 5.	Ownership of Five Percent or Less of a Class.
If this statement
is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities check the following ☐.
Item 6.	Ownership of More Than Five Percent on Behalf of Another Person.
If any other person
is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of,
such securities, a statement to that effect should be included in response to this item and, if such interest relates to more
than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered
under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not
required.
	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.
If a parent holding
company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach
an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control
person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the
relevant subsidiary.
	N/A
Item 8.	Identification and Classification of Members of the Group.
If a group has filed
this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and
Item 3 classification of each member of the group. If a group has filed this schedule pursuant to ss.240.13d-1(c) or ss.240.13d-1(d),
attach an exhibit stating the identity of each member of the group.
	See Exhibit B
Item 9.	Notice of Dissolution of Group.
Notice of dissolution
of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions
in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
	N/A
Item 10.	Certifications.
"By signing below
I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities
solely in connection with a nomination under § 240.14a-11."

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CUSIP No. 56400P706 13G Page 10 of 10 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

DEERFIELD MGMT, L.P.

By: J.E. Flynn Capital, LLC, General Partner

By: /s/ Jonathan Isler

Jonathan Isler, Attorney-In-Fact

DEERFIELD MANAGEMENT COMPANY, L.P.

By: Flynn Management LLC, General Partner

By: /s/ Jonathan Isler

Jonathan Isler, Attorney-In-Fact

DEERFIELD PRIVATE DESIGN FUND II, L.P.

By: Deerfield Mgmt, L.P., General Partner

By: J.E. Flynn Capital, LLC, General Partner

By: /s/ Jonathan Isler

Jonathan Isler, Attorney-In-Fact

DEERFIELD PRIVATE DESIGN INTERNATIONAL II, L.P.

By: Deerfield Mgmt, L.P., General Partner

By: J.E. Flynn Capital, LLC, General Partner

By: /s/ Jonathan Isler

Jonathan Isler, Attorney-In-Fact

JAMES E. FLYNN

/s/ Jonathan Isler

Jonathan Isler, Attorney-In-Fact

Date: April 19, 2017

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Exhibit List

Exhibit A. Joint Filing Agreement.

Exhibit B. Item 8 Statement.

Exhibit C (1). Power of Attorney.

(1) Power of Attorney previously filed as Exhibit 24 to a Form 3 with regard to Editas Medicine, Inc. filed with the Securities and Exchange Commission on February 2, 2016 by Deerfield Mgmt III, L.P., Deerfield Management Company, L.P., Deerfield Healthcare Innovations Fund, L.P., Deerfield Mgmt HIF, L.P., Deerfield Private Design Fund III, L.P. and James E. Flynn.

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Exhibit A

Agreement

The undersigned agree that this Schedule 13G, and all amendments thereto, relating to the Common Stock of MannKind Corporation shall be filed on behalf of the undersigned.

DEERFIELD MGMT, L.P.

By: J.E. Flynn Capital, LLC, General Partner

By: /s/ Jonathan Isler

Jonathan Isler, Attorney-In-Fact

DEERFIELD MANAGEMENT COMPANY, L.P.

By: Flynn Management LLC, General Partner

By: /s/ Jonathan Isler

Jonathan Isler, Attorney-In-Fact

DEERFIELD PRIVATE DESIGN FUND II, L.P.

By: Deerfield Mgmt, L.P., General Partner

By: J.E. Flynn Capital, LLC, General Partner

By: /s/ Jonathan Isler

Jonathan Isler, Attorney-In-Fact

DEERFIELD PRIVATE DESIGN INTERNATIONAL II, L.P.

By: Deerfield Mgmt, L.P., General Partner

By: J.E. Flynn Capital, LLC, General Partner

By: /s/ Jonathan Isler

Jonathan Isler, Attorney-In-Fact

JAMES E. FLYNN

/s/ Jonathan Isler

Jonathan Isler, Attorney-In-Fact

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Exhibit B

Due to the relationships between them, the reporting persons hereunder may be deemed to constitute a “group” with one another for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934.