Signature
/s/ Jonathan Isler, Attorney-in-Fact for Deerfield Management Company, L.P.
Stock symbol
DALS
Transactions as of
Jul 27, 2021
Transactions value $
$0
Form type
3
Date filed
7/27/2021, 09:50 PM
Next filing
Aug 3, 2021

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding DALS Class B Common Stock Jul 27, 2021 Class A Common Stock 5.17M Through DA32 Sponsor LLC F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This Form 3 is filed jointly by Deerfield Partners, L.P. ("Deerfield Partners"), Deerfield Mgmt, L.P. ("Deerfield Mgmt"), Deerfield Management Company, L.P. (Deerfield Management") and James E. Flynn (collectively, the "Reporting Persons"). For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any the securities reported herein, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.
F2 DA32 Sponsor LLC ("Sponsor") is the record holder of the securities reported herein. As one of three managing members of Sponsor, Deerfield Partners may be deemed to beneficially own the securities owned directly by Sponsor. As the general partner of Deerfield Partners, Deerfield Mgmt may be deemed to beneficially own the securities owned directly by Sponsor. As the investment manager of Deerfield Partners, Deerfield Management may be deemed to beneficially own securities owned directly by Sponsor. As the sole member of the general partner of each of Deerfield Management and Deerfield Mgmt, James E. Flynn may be deemed to beneficially own the securities owned directly by Sponsor. The Sponsor and other members of the Sponsor are separately filing a Form 3 with respect to the securities reported herein.
F3 The shares of Class B Common Stock are convertible into shares of the Issuer's Class A Common Stock as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-257679) (the "Registration Statement") and have no expiration date. The shares of Class B Common Stock beneficially owned by the Reporting Persons include up to 750,000 shares of Class B Common Stock subject to forfeiture to the Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of Class A Common Stock, as described in the Registration Statement.

Remarks:

See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer. Andrew ElBardissi, an employee of Deerfield Management Company, serves as a director of the Issuer. Jonathan Isler, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 to a Form 3 with regard to Proteon Therapeutics, Inc. filed with the Securities and Exchange Commission on August 4, 2017 by Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P., Deerfield International Master Fund, L.P., Deerfield Private Design Fund III, L.P., Deerfield Private Design Fund IV, L.P., Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P., Deerfield Management Company, L.P., and James E. Flynn.