Form 4 DEERFIELD INTERNATIONAL For: Sep 08 (10K)

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:		3235-0287
Expires:	February 28, 2011
Estimated average burden
hours per response		0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Flynn James E

(Last)

(First)

(Middle)

780 THIRD AVENUE, 37TH FLOOR,

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SALIX PHARMACEUTICALS LTD [SLXP]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
Possible Member of 10% Group

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock ⁽¹⁾	09/08/2009		S		111,189	D	$ 12.98	3,608,640	I ⁽³⁾	Through Deerfield International Limited ⁽³⁾
Common Stock ⁽¹⁾	09/09/2009		S		25,000	D	$ 12.96	3,583,640	I ⁽³⁾	Through Deerfield International Limited ⁽³⁾
Common Stock ⁽¹⁾	09/09/2009		S		145,704	D	$ 12.98	3,437,936	I ⁽³⁾	Through Deerfield International Limited ⁽³⁾
Common Stock ⁽¹⁾	09/10/2009		S		11,361	D	$ 13.32	2,164,763	I ⁽²⁾	Through Deerfield Partners, L.P. ⁽²⁾
Common Stock ⁽¹⁾	09/10/2009		S		22,782	D	$ 13.32	3,415,154	I ⁽³⁾	Through Deerfield International Limited ⁽³⁾
Common Stock ⁽¹⁾	09/10/2009		S		20,937	D	$ 13.06	2,143,826	I ⁽²⁾	Through Deerfield Partners, L.P. ⁽²⁾
Common Stock ⁽¹⁾	09/10/2009		S		41,980	D	$ 13.06	3,373,174	I ⁽³⁾	Through Deerfield International Limited ⁽³⁾
Common Stock ⁽¹⁾	09/10/2009		S		32,280	D	$ 13.49	2,111,546	I ⁽²⁾	Through Deerfield Partners, L.P. ⁽²⁾
Common Stock ⁽¹⁾	09/10/2009		S		64,720	D	$ 13.49	3,308,454	I ⁽³⁾	Through Deerfield International Limited ⁽³⁾
Common Stock ⁽¹⁾	09/10/2009		S		99,832	D	$ 13.01	2,011,714	I ⁽²⁾	Through Deerfield Partners, L.P. ⁽²⁾
Common Stock ⁽¹⁾	09/10/2009		S		200,168	D	$ 13.01	3,108,286	I ⁽³⁾	Through Deerfield International Limited ⁽³⁾
Common Stock ⁽¹⁾	09/10/2009		S		16,639	D	$ 13.06	1,995,075	I ⁽²⁾	Through Deerfield Partners, L.P. ⁽²⁾
Common Stock ⁽¹⁾	09/10/2009		S		33,361	D	$ 13.06	3,074,925	I ⁽³⁾	Through Deerfield International Limited ⁽³⁾
Common Stock ⁽¹⁾	09/10/2009		S		66,555	D	$ 13.16	1,928,520	I ⁽²⁾	Through Deerfield Partners, L.P. ⁽²⁾
Common Stock ⁽¹⁾	09/10/2009		S		133,445	D	$ 13.16	2,941,480	I ⁽³⁾	Through Deerfield International Limited ⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

1. Name and Address of Reporting Person^*

Flynn James E

(Last)

(First)

(Middle)

780 THIRD AVENUE, 37TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

DEERFIELD CAPITAL LP

(Last)

(First)

(Middle)

780 THIRD AVENUE, 37TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

DEERFIELD PARTNERS, LP

(Last)

(First)

(Middle)

780 THIRD AVENUE, 37TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

DEERFIELD MANAGEMENT CO /NY

(Last)

(First)

(Middle)

780 THIRD AVENUE, 37TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

DEERFIELD INTERNATIONAL LTD

(Last)

(First)

(Middle)

C/O HEMISPHERE MANAGEMENT (B.V.I.), COLUMBUS CENTRE, P.O. BOX 3460

(Street)

ROAD TOWN, TORTOLA D8

(City)

(State)

(Zip)

Explanation of Responses:
1. This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons").
2. Deerfield Capital, L.P. is the general partner of Deerfield Partners, L.P. (the "Domestic Fund). James E. Flynn is the managing member of the general partner of Deerfield Capital, L.P. In accordance with Instruction 4 (b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Domestic Fund is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, each Reporting Person disclaims beneficial ownership of any such securities, 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.
3. Deerfield Management Company, L.P. is the investment manager of Deerfield International Limited (the "Offshore Fund"). James E. Flynn is the managing member of the general partner of Deerfield Management Company, L.P. In accordance with Instruction 4 (b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Offshore Fund is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, each Reporting Person disclaims beneficial ownership of any such securities, 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.
Remarks: Darren Levine, Attorney-In-Fact: Power of Attorney, which is hereby incorporated by reference to exhibit 24 of the Form 3 filed by the reporting persons on November 21, 2008 with respect to Salix Pharmaceuticals Ltd.

	/s/ Darren Levine	09/10/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


                             Joint Filer Information

Names:                              Deerfield Capital L.P., Deerfield Partners,
                                    L.P., Deerfield Management Company, L.P.,
                                    Deerfield International Limited

Address:                            Deerfield Capital, L.P., Deerfield Partners,
                                    L.P., Deerfield Management Company, L.P:
                                    780 Third Avenue, 37th Floor
                                    New York, NY  10017

                                    Deerfield International Limited
                                    c/o Bisys Management
                                    Bison Court, Columbus Centre, P.O. Box 3460
                                    Road Town, Tortola
                                    British Virgin Islands

Designated Filer:                   James E. Flynn

Issuer and Ticker Symbol:           Salix Pharmaceuticals Ltd (SLXP)

Date of Earliest Transaction Reported:  September 8, 2009

The undersigned, Deerfield Capital, L.P., Deerfield Partners, L.P., Deerfield
Management Company, L.P., and Deerfield International Limited are jointly filing
the attached Statement of Changes In Beneficial Ownership on Form 4 with James
E. Flynn with respect to the beneficial ownership of securities of Salix
Pharmaceuticals Ltd.

Signatures:


DEERFIELD CAPITAL, L.P.

By: J.E. Flynn Capital LLC, General Partner

By: /s/ Darren Levine
    -----------------------------------
    Darren Levine, Authorized Signatory


DEERFIELD PARTNERS, L.P.

By: Deerfield Capital, L.P.

By: J.E. Flynn Capital LLC, General Partner

By: /s/ Darren Levine
    -----------------------------------
    Darren Levine, Authorized Signatory


DEERFIELD MANAGEMENT COMPANY, L.P.

By: Flynn Management LLC
    General Partner

By: /s/ Darren Levine
    -----------------------------------
    Darren Levine, Authorized Signatory


DEERFIELD INTERNATIONAL LIMITED

By: Deerfield Management Company

By: Flynn Management LLC, General Partner

By: /s/ Darren Levine
    -----------------------------------
    Darren Levine, Authorized Signatory

Add to Delicious

Digg It

Send by Email

View Comments (0)

Post Comment