| Item 1. | |
| (a) | Name of issuer:
Indivior PLC |
| (b) | Address of issuer's principal executive offices:
10710 Midlothian Turnpike, Suite 125, North Chesterfield, Virginia 23235 |
| Item 2. | |
| (a) | Name of person filing:
James E. Flynn, Deerfield Mgmt, L.P., Deerfield Management Company, L.P. and Deerfield Partners, L.P. |
| (b) | Address or 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 |
| (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 |
| (d) | Title of class of securities:
Ordinary Shares, $0.50 nominal value per share |
| (e) | CUSIP No.:
G4766E116 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Deerfield Mgmt, L.P. - 4,614,498 shares
Deerfield Management Company, L.P. - 4,614,498 shares
Deerfield Partners, L.P. - 4,614,498 shares
James E. Flynn - 4,614,498 shares
Explanatory Note: As of September 30, 2025, the Reporting Persons beneficially owned 6,986,811 of the issuer's Ordinary Shares, which represented 5.6% of the outstanding Ordinary Shares. As of November 10, 2025 (prior to reporting the Reporting Persons' beneficial ownership as of September 30, 2025), the Reporting Persons ceased to beneficially own more than 5% of the outstanding Ordinary Shares. Accordingly, this Amendment No. 3 includes information as to the Reporting Persons' beneficial ownership as of September 30, 2025 and as of the date this Amendment No. 3 is being filed. |
| (b) | Percent of class:
Deerfield Mgmt, L.P. - 3.70%
Deerfield Management Company, L.P. - 3.70%
Deerfield Partners, L.P. - 3.70%
James E. Flynn - 3.70% |
| (c) | Number of shares as to which the 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. - 4,614,498
Deerfield Management Company, L.P. - 4,614,498
Deerfield Partners, L.P. - 4,614,498
James E. Flynn - 4,614,498
|
| | (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. - 4,614,498
Deerfield Management Company, L.P. - 4,614,498
Deerfield Partners, L.P. - 4,614,498
James E. Flynn - 4,614,498
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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If a group has filed this schedule pursuant to §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 §240.13d-1(c) or §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. |
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Not Applicable
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Rule 13d-1(c)