Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Flynn James E 2. Issuer Name and Ticker or Trading Symbol ARS Pharmaceuticals, Inc. [SPRY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 345 PARK AVENUE SOUTH, 12TH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 11/11/2024 (Street) NEW YORK, NY 10010 4. If Amendment, Date 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 (City) (State) (Zip) 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) Code V Amount (A) or (D) Price Class A Common Stock 11/11/2024 S 40,596 D $17.45(1) 5,498,368 I Through Deerfield Private Design Fund III, L.P.(2)(3) Class A Common Stock 11/11/2024 S 40,596 D $17.45(1) 5,498,367 I Through Deerfield Private Design Fund IV, L.P.(2)(3) Class A Common Stock 11/11/2024 S 223,632 D $18.15(4) 5,274,736 I Through Deerfield Private Design Fund III, L.P.(2)(3) Class A Common Stock 11/11/2024 S 223,632 D $18.15(4) 5,274,735 I Through Deerfield Private Design Fund IV, L.P.(2)(3) Class A Common Stock 11/12/2024 S 7,853 D $17.16(5) 5,266,883 I Through Deerfield Private Design Fund III, L.P.(2)(3) Class A Common Stock 11/12/2024 S 7,854 D $17.16(5) 5,266,881 I Through Deerfield Private Design Fund IV, L.P.(2)(3) Class A Common Stock 11/12/2024 S 9,554 D $17.77(6) 5,257,329 I Through Deerfield Private Design Fund III, L.P.(2)(3) Class A Common Stock 11/12/2024 S 9,553 D $17.77(6) 5,257,328 I Through Deerfield Private Design Fund IV, L.P.(2)(3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Director	10% Owner	Officer	Other
Flynn James E 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK, NY 10010		X
DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK, NY 10010		X
Deerfield Mgmt III, L.P. 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK, NY 10010		X
Deerfield Private Design Fund III, L.P. 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK, NY 10010		X
Deerfield Mgmt IV, L.P. 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK, NY 10010		X
Deerfield Private Design Fund IV, L.P. 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK, NY 10010		X

Signatures

/s/ Jonathan Isler, Attorney-in-Fact	11/13/2024
**Signature of Reporting Person	Date

Explanation of Responses:

*	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).
(1)	The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $16.90 to $17.90, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or 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 in footnotes 1, 4, 5 and 6 of this Form 4.
(2)	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"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. (collectively with Fund III, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P. and Deerfield Management Company, L.P.
(3)	In accordance with Instruction 4 (b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, 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.
(4)	The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $17.91 to $18.51, inclusive.
(5)	The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $16.68 to $17.65, inclusive.
(6)	The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $17.69 to $17.82, inclusive.
Remarks: Jonathan Isler, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to 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 III, L.P., Deerfield Private Design Fund IV, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P., Deerfield Management Company, L.P. and James E. Flynn.

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