Form D

Notice of Exempt Offering of Securities

Item 1. Issuer's Identity

Name of Issuer:
DEERFIELD PARTNERS, LP
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
Over Five Years Ago

Previous Name(s)

Entity Type
LIMITED PARTNERSHIP

Item 2 Issuer Principal Place of Business and Contact Information

780 THIRD AVENUE
37TH FLOOR
NEW YORK, NY 10017
Phone Number: subscription required

Item 3. Related Persons

Name
JAMES FLYNN
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
PRESIDENT OF THE GENERAL PARTNER OF THE GENERAL PARTNER OF THE ISSUER.

Item 4. Industry Group

POOLED INVESTMENT FUND - HEDGE FUND

Item 5. Issuer Size

Aggregate Net Asset Value Range (for issuer specifying "hedge" or "other investment" fund in item 4 above)
DECLINE TO DISCLOSE

Item 6. Federal Exemptions and Exclusions Claimed

Item 7. Type of Filing

Amendment
Date of First Sale in this Offering:
01/01/1994

Item 8. Duration of Offering

Does the issuer intend this offering to last more than one year?
Yes

Item 9. Type(s) of Securities Offered

  • Pooled Investment Fund Interests

Item 10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
No
Clarification of Response

Item 11. Minimum Investment

Minimum Investment accepted from any outside investor
250000

Item 13. Offering and Sales Amounts

Total Offering Amount
INDEFINITE
Total Amount Sold
847601115
Total Remaining to be Sold
INDEFINITE
Clarification of Response

Item 14. Investors

Securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Yes
Number of non-accredited investors who already have invested in the offering:
3
Total number of investors who already have invested in the offering:
206

Item 15. Sales Commissions and Finders' Fees Expenses

Sales Commissions:
0.0
Finders' Fees
0.0
Clarification of Response

Item 16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers,directors or promoters in response to Item 3 above.
0.0
Clarification of Response

Signature and Submission

Issuer Name
DEERFIELD PARTNERS, LP
Issuer Signature
/S/ DAVID CLARK
Signer Name
DAVID CLARK
Signer Title
GENERAL COUNSEL OF ISSUER'S INVESTMENT MANAGER
Signature Date
03/02/2015

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