Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

Flynn James E

2. Date of Event Requiring Statement (MM/DD/YYYY) 11/8/2022

3. Issuer Name and Ticker or Trading Symbol

Frazier Lifesciences Acquisition Corp [FLAC]

(Last) (First) (Middle)

345 PARK AVENUE SOUTH, 12TH FLOOR

4. 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

(Street)

NEW YORK, NY 10010

(City) (State) (Zip)

5. If Amendment, Date Original Filed(MM/DD/YYYY)

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 Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Ordinary Shares	2480199	I	Through Deerfield Partners, L.P. ⁽¹⁾⁽²⁾

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrants ⁽³⁾	⁽³⁾	⁽³⁾	Class A Ordinary Shares	92787	$11.50 ⁽³⁾	I	Through Deerfield Partners, L.P. ⁽¹⁾⁽²⁾

Explanation of Responses:
(1)	This Form 3 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, L.P. is the general partner of Deerfield Partners, L.P. (the "Fund"). Deerfield Management Company, L.P. is the investment manager of the Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P. and Deerfield Management Company, L.P.
(2)	In accordance with Instruction 5 (b)(iv) to Form 3, the entire amount of the Issuer's securities held by the Fund 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.
(3)	The warrants may be exercised only during the period commencing on the date that is thirty days after the date on which the Issuer completes its initial business combination and ending on the earlier to occur of the five year anniversary of the date on which the Issuer consummates its initial business combination and the date that the warrants are redeemed. The Exercise Price is subject to adjustment as provided in the warrants.

Remarks:
Please see Joint Filer Information Statement attached as Exhibit 99 hereto. Jonathan Isler, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 to a Form 4 with regard to DA32 Life Science Tech Acquisition Corp. filed with the Securities and Exchange Commission on August 3, 2021 by Deerfield Partners, L.P., Deerfield Mgmt, L.P., Deerfield Management Company, L.P. and James E. Flynn.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Flynn James E 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK, NY 10010		X		Possible Member of 10% Group
Deerfield Mgmt L.P. 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK, NY 10010		X		Possible Member of 10% Group
DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK, NY 10010		X		Possible Member of 10% Group
DEERFIELD PARTNERS, L.P. 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK, NY 10010		X		Possible Member of 10% Group

Signatures
/s/ Jonathan Isler, Attorney-in-Fact		11/14/2022
^**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 5(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.
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