FORM 3
        	UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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                      	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)
2/11/2015 
	3. Issuer Name and Ticker or Trading Symbol

Invitae Corp [NVTA]	
(Last)        (First)        (Middle)

780 THIRD AVENUE, 37TH 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 10017       

(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)	

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)	
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares				
Series F Preferred Stock  	  (1)	  (1)	Common Stock  	166666   (1)	  (1)	I  	Through Deerfield Special Situations Fund, L.P.   (2) (3)	

Explanation of Responses:	
(  1) 	Each share of Series F Preferred Stock is convertible at any time into one-sixth (1/6) of one share of the Issuer's common stock (on an adjusted basis, after giving effect to the 1-for-6 reverse stock split effected by the Issuer on February 9, 2015). Shares of Series F Preferred Stock will automatically convert into shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering of common stock and have no expiration date.	
(  2) 	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").	
(  3) 	Deerfield Mgmt L.P. is the general partner of Deerfield Special Situations Fund, 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. 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, 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:
Please see Joint Filer Information Statement attached as Exhibit 99 hereto.

Jonathan Isler, signing as Attorney-in-Fact: Power of Attorney, incorporated by reference to Exhibit 24 to a Form 3 with regard to Avalanche Biotechnologies, Inc. filed with the Securities and Exchange Commission on July 30, 2014 by Deerfield Mgmt L.P., Deerfield Mgmt III, L.P., Deerfield Special Situations Fund, L.P., Deerfield Special Situations International Master Fund, L.P., Deerfield Private Design Fund III, L.P. and James E. Flynn	

Reporting Owners	
Reporting Owner Name / Address	Relationships	
	Director	10% Owner	Officer	Other	
Flynn James E
780 THIRD AVENUE, 37TH FLOOR
NEW YORK, NY 10017		X		Possible Member of 10% Group	
Deerfield Mgmt L.P.
780 THIRD AVENUE, 37TH FLOOR
NEW YORK, NY 10017		X		Possible Member of 10% Group	
DEERFIELD MANAGEMENT CO
780 THIRD AVENUE, 37TH FLOOR
NEW YORK, NY 10017		X		Possible Member of 10% Group	
Deerfield Special Situations Fund, L.P.
780 THIRD AVENUE, 37TH FLOOR
NEW YORK, NY 10017		X		Possible Member of 10% Group	

Signatures		
/s/ Jonathan Isler		2/11/2015	
** 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.	
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 control number.	

Joint Filer Information

Names:	Deerfield Mgmt, L.P.,  Deerfield Management Company, L.P.,
Deerfield Special Situations Fund, L.P.	
 	 	
Address:	780 Third Avenue, 37 th Floor
New York, NY  10017	
 	 	
Designated Filer:	James E. Flynn	
 	 	
Issuer and Ticker Symbol:	Invitae Corporation [NVTA]	
 	 	
Date of Event Requiring Statement:	February 11, 2015	
 
The undersigned, Deerfield Mgmt, L.P.,  Deerfield Management Company, L.P.  and Deerfield Special Situations Fund, L.P. are jointly filing the attached Initial Statement of Beneficial Ownership on Form 3 with James E. Flynn with respect to the beneficial ownership of securities of Invitae Corporation.

Signatures:

DEERFIELD MGMT, L.P.
 
By:  J.E. Flynn Capital, LLC, General Partner
 
By: /s/ Jonathan Isler
       Jonathan Isler, Attorney-In-Fact
 	
DEERFIELD MANAGEMENT COMPANY, L.P.
 
By:  Flynn Management LLC, General Partner
 
By: /s/ Jonathan Isler
       Jonathan Isler, Attorney-In-Fact
 	
DEERFIELD SPECIAL SITUATIONS FUND, L.P.
 
By:  Deerfield Mgmt, L.P., General Partner
By:  J.E. Flynn Capital, LLC, General Partner
 
By: /s/ Jonathan Isler
       Jonathan Isler, Attorney-In-Fact