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. 1) *
Evolus, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
30052C107
(CUSIP Number)
December 31, 2022
(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 9 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).
| CUSIP No. |
30052C107 |
|
Page 2 of 9 |
|
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
3,319,000 (1)
|
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
|
8.
|
SHARED DISPOSITIVE POWER
3,319,000 (1)
|
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,319,000 (1)
|
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
☐ |
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.90%
|
|
12. |
TYPE OF REPORTING PERSON*
PN
|
__________________
(1) Comprised of shares of common stock held by Deerfield Partners,
L.P., of which Deerfield Mgmt, L.P. is the general partner.
| CUSIP No. |
30052C107 |
|
Page 3 of 9 |
|
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
3,319,000 (2)
|
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
|
8.
|
SHARED DISPOSITIVE POWER
3,319,000 (2)
|
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,319,000 (2)
|
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
☐ |
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.90%
|
|
12. |
TYPE OF REPORTING PERSON*
PN
|
__________________
(2) Comprised of shares of common stock held by Deerfield Partners,
L.P. of which Deerfield Management Company, L.P. is the investment
advisor.
| CUSIP No. |
30052C107 |
|
Page 4 of 9 |
|
1. |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Partners, 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
3,319,000
|
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
|
8.
|
SHARED DISPOSITIVE POWER
3,319,000
|
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,319,000
|
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
☐ |
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.90%
|
|
12. |
TYPE OF REPORTING PERSON*
PN
|
| CUSIP No. |
30052C107 |
|
Page 5 of 9 |
|
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
3,319,000 (3)
|
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
|
8.
|
SHARED DISPOSITIVE POWER
3,319,000 (3)
|
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,319,000 (3)
|
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
☐ |
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.90%
|
|
12. |
TYPE OF REPORTING PERSON*
IN
|
__________________
(3) Comprised of shares of common stock held by Deerfield Partners,
L.P.
| CUSIP No. |
30052C107 |
|
Page 6 of 9 |
| Item 1(a). |
Name of Issuer: |
| |
|
| |
Evolus, Inc.
|
| |
|
| Item 1(b). |
Address of Issuer's Principal Executive
Offices: |
| |
|
| |
520 Newport Center Drive Suite 1200
Newport Beach, California, 92660
|
| |
|
| Item 2(a). |
Name of Person Filing: |
| |
|
| |
James E. Flynn, Deerfield Mgmt, L.P., Deerfield Management Company,
L.P. and Deerfield Partners, 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. and Deerfield Partners, L.P., 345 Park Avenue South, 12th
Floor, New York, NY 10010
|
| |
|
| Item 2(c). |
Citizenship: |
| |
|
| |
Deerfield Mgmt, L.P., Deerfield Management Company, L.P. and
Deerfield Partners, L.P. - Delaware limited partnerships;
James E. Flynn – United States citizen
|
| |
|
| Item 2(d). |
Title of Class of Securities: |
| |
|
| |
Common Stock
|
| |
|
| Item 2(e). |
CUSIP Number: |
| |
|
| |
30052C107
|
| |
|
|
| 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.
|
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|
|
| (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);
|
| |
|
|
| (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;
|
| CUSIP No. |
30052C107 |
|
Page 7 of 9 |
| |
|
|
| (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. – 3,319,000 shares
Deerfield Management Company, L.P. - 3,319,000 shares
Deerfield Partners, L.P. - 3,319,000 shares
James E. Flynn – 3,319,000 shares
|
| |
|
|
|
| (b) |
Percent of class**: |
|
| |
|
|
|
| |
Deerfield Mgmt, L.P. – 5.90%
Deerfield Management Company, L.P. – 5.90%
Deerfield Partners, L.P. – 5.90%
James E. Flynn – 5.90%
|
| |
|
|
|
| (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. - 3,319,000
Deerfield Management Company, L.P. - 3,319,000
Deerfield Partners, L.P. - 3,319,000
James E. Flynn – 3,319,000
|
| |
|
|
|
| |
(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. - 3,319,000
Deerfield Management Company, L.P. - 3,319,000
Deerfield Partners, L.P. - 3,319,000
James E. Flynn – 3,319,000
|
**See footnotes on cover pages which are incorporated by reference
herein.
| CUSIP No. |
30052C107 |
|
Page 8 of 9 |
| 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."
|
| CUSIP No. |
30052C107 |
|
Page 9 of 9 |
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 PARTNERS, 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:
February 10, 2023
Exhibit List
Exhibit A. Joint Filing Agreement.
Exhibit B. Item 8 Statement.
Exhibit C. Power of Attorney (1).
(1) Power of Attorney previously filed as 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.
Exhibit A
Joint Filing Agreement
The undersigned agree that this Schedule 13G, and all amendments
thereto, relating to the Common Stock of Evolus, Inc. 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 PARTNERS, 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
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.
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