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. ) *
Foghorn Therapeutics Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
344174107
(CUSIP Number)
September 13, 2024
(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. | 344174107 |
13G | 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
2,935,295 (1) |
||
|
7.
|
SOLE DISPOSITIVE POWER
0 |
||
|
8.
|
SHARED DISPOSITIVE POWER
2,935,295 (1) |
||
|
9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,935,295 (1) | ||
| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
☐ | |
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.31% | ||
| 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.
344174107 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Deerfield Management Company, L.P. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
☐ (b) ☒ SEC USE ONLY CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 0 SHARED VOTING POWER 2,935,295 (2) 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 2,935,295 (2) 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,935,295 (2) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.31% 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. 344174107 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Deerfield Partners, L.P. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
☐ (b) ☒ SEC USE ONLY CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 0 SHARED VOTING POWER 2,935,295 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 2,935,295 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,935,295 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.31% TYPE OF REPORTING PERSON* PN 344174107 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) James E. Flynn CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
☐ (b) ☒ SEC USE ONLY CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 0 SHARED VOTING POWER 2,935,295 (3) 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 2,935,295 (3) 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,935,295 (3) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.31% TYPE OF REPORTING PERSON* IN __________________ (3) Comprised of shares of common stock held by Deerfield Partners, L.P. 344174107 Foghorn Therapeutics Inc. 500 Technology Square, Ste 700 Cambridge, MA 02139 James E. Flynn, Deerfield Mgmt, L.P., Deerfield Partners, L.P.
and Deerfield Management Company, L.P. James E. Flynn, Deerfield Mgmt, L.P., Deerfield Partners,
L.P. and Deerfield Management Company, L.P., 345 Park Avenue South, 12th Floor, New York, NY 10010 Deerfield Mgmt, L.P., Deerfield Management Company, L.P.
and Deerfield Partners, L.P. - Delaware limited partnerships; James E. Flynn – United States citizen Common Stock 344174107 If This Statement is Filed Pursuant to Rule 13d-1(b),
or 13d-2(b) or (c), Check Whether the Person Filing is a: Broker or dealer registered under Section 15 of the Exchange
Act. Insurance company as defined in Section 3(a)(19) of
the Exchange Act. Investment company registered under Section 8 of the
Investment Company Act. An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E); 344174107 If filing as a non-U.S. institution in accordance
with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ___________________________________________ Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. Deerfield Mgmt, L.P. - 2,935,295 shares Deerfield Management Company, L.P. - 2,935,295 shares Deerfield Partners, L.P. - 2,935,295 shares James E. Flynn – 2,935,295 shares Deerfield Mgmt, L.P. – 5.31% Deerfield Management Company, L.P. – 5.31% Deerfield Partners, L.P. – 5.31% James E. Flynn – 5.31% Deerfield Mgmt, L.P. - 2,935,295 Deerfield Management Company, L.P. - 2,935,295 Deerfield Partners, L.P. - 2,935,295 James E. Flynn – 2,935,295 Sole power to dispose or to direct the disposition of: Shared power to dispose or to direct the disposition
of: Deerfield Mgmt, L.P. - 2,935,295 Deerfield Management Company, L.P. - 2,935,295 Deerfield Partners, L.P. - 2,935,295 James E. Flynn – 2,935,295 **See footnotes on cover pages which are incorporated by reference
herein. 344174107 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 ☐.
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.
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.
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.
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.
"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."
344174107 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: September 20, 2024 Exhibit List (1) Power of Attorney previously filed as Exhibit 24 to a Form 3 with
regard to BiomX Inc. filed with the Securities and Exchange Commission on March 19, 2024 by Deerfield Private Design Fund V, L.P., Deerfield
Healthcare Innovations Fund II, L.P., Deerfield Mgmt V, L.P., Deerfield Mgmt HIF II, 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 Foghorn Therapeutics 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-FactCUSIP No.
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Item 1(a).
Name of Issuer:
Item 1(b).
Address of Issuer's Principal Executive Offices:
Item 2(a).
Name of Person Filing:
Item 2(b).
Address of Principal Business Office, or if None, Residence:
Item 2(c).
Citizenship:
Item 2(d).
Title of Class of Securities:
Item 2(e).
CUSIP Number:
Item 3.
(a)
☐
(b)
☐
Bank as defined in Section 3(a)(6) of the Exchange Act.
(c)
☐
(d)
☐
(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.
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(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).
Item 4.
Ownership.
(a)
Amount beneficially owned**:
(b)
Percent of class**:
(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:
(iii)
All Reporting Persons - 0
(iv)
CUSIP No.
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Item 5.
Ownership of Five Percent or Less of a Class.
Item 6.
N/A
Item 7.
N/A
Item 8.
Identification and Classification of Members of the Group.
See Exhibit B
Item 9.
Notice of Dissolution of Group.
N/A
Item 10.
Certifications.
CUSIP No.
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Exhibit A.
Joint Filing Agreement.
Exhibit B.
Item 8 Statement.
Exhibit C.
Power of Attorney (1).
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.