Signature
/s/ Jonathan Isler, Attorney-in-Fact for Deerfield Management Company, L.P.
Stock symbol
DALS
Transactions as of
Aug 5, 2021
Transactions value $
$0
Form type
4
Date filed
8/9/2021, 09:11 PM
Previous filing
Aug 3, 2021
Next filing
Aug 1, 2023

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
transaction DALS Class B Common Stock, par value $0.0001 per share Disposed to Issuer $0 -701K -13.57% $0.00 4.47M Aug 5, 2021 Class A Common Stock 701K Through DA32 Sponsor LLC F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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 Shares" in the Issuer's Registration Statement on Form S-1 (File No. 333-257679) (the "Registration Statement") and have no expiration date.
F2 On August 5, 2021, DA32 Sponsor LLC ("Sponsor") forfeited 701,250 shares of Class B Common Stock to the Issuer for no consideration, which was exempted pursuant to Rule 16b-3(e) under the Securities Exchange Act of 1934, as amended, in connection with the underwriters' election to forfeit their overallotment option on August 4, 2021. The forfeiture was not within the Reporting Persons' control as it occurred exclusively due to the underwriters' decision not to exercise the overallotment option and occurred shortly after the Issuer filed the final statutory prospectus for the initial public offering (the "IPO") disclosing all material information about the Issuer and the IPO.
F3 This Form 4 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"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
F4 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 4 with respect to the securities reported herein.

Remarks:

Andrew ElBardissi, an employee of Deerfield Management Company, serves as a director of the Issuer. 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. Power of Attorney appointing Jonathan Isler as Attorney-in-Fact: incorporated by reference to Exhibit 24 to a Form 4 with regard to DA32 Life Science Tech Acquisition Corp. filed with the Securities and Exchange Commission on August 3, 2021 by Deerfield Partners, L.P., Deerfield Mgmt, L.P., Deerfield Management Company, L.P. and James E. Flynn.