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SCHEDULE 13D/A 0001193805-25-000363 0001352546 XXXXXXXX LIVE 3 Common Stock, par value $0.0001 per share 07/02/2025 false 0001671858 82835W108 ARS Pharmaceuticals, Inc. 11682 EL CAMINO REAL, SUITE 120 SAN DIEGO CA 92130 David Clark 212-551-1600 Deerfield Management Company, L.P. 345 Park Avenue South, 12th New York NY 10010 Elliot Press 212-551-1600 Deerfield Management Company, L.P. 345 Park Avenue South, 12th New York NY 10010 Jonathan D. Weiner, Esq. 212-940-8800 Katten Muchin Rosenman LLP 50 Rockefeller Plaza New York NY 10020 Mark D. Wood, Esq. 212-940-8800 Katten Muchin Rosenman LLP 50 Rockefeller Plaza New York NY 10020 0001610540 N Deerfield Mgmt III, L.P. b AF N DE 0.00 4862254.00 0.00 4862254.00 4862254.00 N 4.95 PN Comprised of 4,862,254 shares of common stock held by Deerfield Private Design Fund III, L.P. 0001603333 N Deerfield Private Design Fund III, L.P. b WC N DE 0.00 4862254.00 0.00 4862254.00 4862254.00 N 4.95 PN 0001713467 N Deerfield Mgmt IV, L.P. b AF N DE 0.00 4862254.00 0.00 4862254.00 4862254.00 N 4.95 PN Comprised of 4,862,254 shares of common stock held by Deerfield Private Design Fund IV, L.P. 0001680307 N Deerfield Private Design Fund IV, L.P. b WC N DE 0.00 4862254.00 0.00 4862254.00 4862254.00 N 4.95 PN 0001009258 N Deerfield Management Company, L.P. b AF Y DE 0.00 9724508.00 0.00 9724508.00 9724508.00 N 9.90 PN Comprised of an aggregate of 9,724,508 shares of common stock held by Deerfield Private Design Fund III, L.P. and Deerfield Private Design Fund IV, L.P. 0001352546 N James E. Flynn b AF N X1 0.00 9724508.00 0.00 9724508.00 9724508.00 N 9.90 IN Comprised of an aggregate of 9,724,508 shares of common stock held by Deerfield Private Design Fund III, L.P. and Deerfield Private Design Fund IV, L.P. Common Stock, par value $0.0001 per share ARS Pharmaceuticals, Inc. This Amendment No. 3 (this "Amendment") to Schedule 13D amends the Schedule 13D filed by (i) Deerfield Mgmt III, L.P. ("Deerfield Mgmt III"), (ii) Deerfield Private Design Fund III, L.P. ("Deerfield Private Design Fund III"), (iii) Deerfield Mgmt IV, L.P. ("Deerfield Mgmt IV"), (iv) Deerfield Private Design Fund IV, L.P. ("Deerfield Private Design Fund IV"), (v) Deerfield Management Company, L.P. ("Deerfield Management") and (vi) James E. Flynn, a natural person ("Flynn" and collectively with Deerfield Mgmt III, Deerfield Private Design Fund III, Deerfield Mgmt IV, Deerfield Private Design Fund IV and Deerfield Management, the "Reporting Persons"), as amended by Amendment Nos. 1 and 2 thereto (as amended, the "Schedule 13D"), with respect to the common stock of ARS Pharmaceuticals, Inc. Deerfield Private Design Fund III and Deerfield Private Design Fund IV are collectively referred to herein as the "Deerfield Funds"). Capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed to them in the Schedule 13D. (1) Deerfield Mgmt III Number of shares: 4,862,254 (comprised of shares held by Deerfield Private Design Fund III) Percentage of shares: 4.95% (2) Deerfield Private Design Fund III Number of shares: 4,862,254 Percentage of shares: 4.95% (3) Deerfield Mgmt IV Number of shares: 4,862,254 (comprised of shares held by Deerfield Private Design Fund IV) Percentage of shares: 4.95% (4) Deerfield Private Design Fund IV Number of shares: 4,862,254 Percentage of shares: 4.95% (5) Deerfield Management Number of shares: 9,724,508 (comprised of shares held by Deerfield Private Design Fund III and Deerfield Private Design Fund IV) Percentage of shares: 9.90% (6) Flynn Number of shares: 9,724,508 (comprised of shares held by Deerfield Private Design Fund III and Deerfield Private Design Fund IV) Percentage of shares: 9.90% (1) Deerfield Mgmt III Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 4,862,254 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 4,862,254 (2) Deerfield Private Design Fund III Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 4,862,254 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 4,862,254 (3) Deerfield Mgmt IV Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 4,862,254 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 4,862,254 (4) Deerfield Private Design Fund IV Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 4,862,254 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 4,862,254 (3) Deerfield Management Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 9,724,508 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 9,724,508 (6) Flynn Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 9,724,508 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 9,724,508 Flynn is the managing member of the general partner of each of Deerfield Mgmt IV, Deerfield Mgmt III and Deerfield Management. Deerfield Mgmt III is the general partner of Deerfield Private Design Fund III and Deerfield Mgmt IV is the general partner of Deerfield Private Design Fund IV. Deerfield Management is the investment manager of the Deerfield Funds. *Percentage beneficial ownership reported herein reflects 98,213,561 shares of Common Stock outstanding as of May 12, 2025, as reported by the Company in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025. Transactions in the common stock effected by the Reporting Persons in the last sixty (60) days are set forth below. All such transactions were effected in open market transactions on the Nasdaq Global Market in the ordinary course of the applicable Reporting Person's business. Reporting Person - Deerfield Private Design Fund III, L.P. Date - 6/27/2025 Number of Shares Sold - 395,075 Price per Share ($)* - $18.45 Price Range ($)** - $18.20 - $18.89 Reporting Person - Deerfield Private Design Fund IV, L.P. Date - 6/27/2025 Number of Shares Sold - 395,074 Price per Share ($)* - $18.45 Price Range ($)** - $18.20 - $18.89 * Price per share reported is a weighted average price. The Reporting Persons undertake to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth above. ** The shares were sold in multiple transactions at prices within the price range indicated (unless otherwise indicated). Deerfield Mgmt III, L.P. /s/ Jonathan Isler Jonathan Isler, Attorney-in-Fact 07/02/2025 Deerfield Private Design Fund III, L.P. /s/ Jonathan Isler Jonathan Isler, Attorney-in-Fact 07/02/2025 Deerfield Mgmt IV, L.P. /s/ Jonathan Isler Jonathan Isler, Attorney-in-Fact 07/02/2025 Deerfield Private Design Fund IV, L.P. /s/ Jonathan Isler Jonathan Isler, Attorney-in-Fact 07/02/2025 Deerfield Management Company, L.P. /s/ Jonathan Isler Jonathan Isler, Attorney-in-Fact 07/02/2025 James E. Flynn /s/ Jonathan Isler Jonathan Isler, Attorney-in-Fact 07/02/2025