SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
RA CAPITAL MANAGEMENT, LLC

(Last) (First) (Middle)
20 PARK PLAZA, SUITE 1200

(Street)
BOSTON MA 02116

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ACHILLION PHARMACEUTICALS INC [ ACHN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/15/2014
4. If Amendment, Date of 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
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
Common Stock, $0.001 par value 08/15/2014 S 680,722 (1) D $9.4884 21,805,285 I See Footnotes (11) (12)
Common Stock, $0.001 par value 08/15/2014 S 900,000 (2) D $9.3409 20,905,285 I See Footnotes (11) (12)
Common Stock, $0.001 par value 08/15/2014 S 660,300 (3) D $9.3952 20,244,985 I See Footnotes (11) (12)
Common Stock, $0.001 par value 08/18/2014 S 258,978 (4) D $9.5748 19,986,007 I See Footnotes (11) (12)
Common Stock, $0.001 par value 08/18/2014 S 635,000 (5) D $9.7321 19,351,007 I See Footnotes (11) (12)
Common Stock, $0.001 par value 08/18/2014 S 400,000 (6) D $9.7032 18,951,007 I See Footnotes (11) (12)
Common Stock, $0.001 par value 08/18/2014 S 415,000 (7) D $9.6786 18,536,007 I See Footnotes (11) (12)
Common Stock, $0.001 par value 08/18/2014 S 50,000 (8) D $9.745 18,486,007 I See Footnotes (11) (12)
Common Stock, $0.001 par value 08/18/2014 S 235,000 (9) D $9.51 18,251,007 (10) I See Footnotes (11) (12)
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 Securities Underlying Derivative Security (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: 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
1. Name and Address of Reporting Person*
RA CAPITAL MANAGEMENT, LLC

(Last) (First) (Middle)
20 PARK PLAZA, SUITE 1200

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Kolchinsky Peter

(Last) (First) (Middle)
20 PARK PLAZA, SUITE 1200

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
RA Capital Healthcare Fund LP

(Last) (First) (Middle)
20 PARK PLAZA, SUITE 1200

(Street)
BOSTON MA 02116

(City) (State) (Zip)
Explanation of Responses:
1. The securities sold include 462,666 shares for RA Capital Healthcare Fund, L.P. (the "Fund") and 218,056 shares for an account owned by Blackwell Partners, LLC (the "Blackwell Account").
2. The securities sold include 611,703 shares for the Fund and 288,297 shares for an account owned by the Blackwell Account.
3. The securities sold include 448,786 shares for the Fund and 211,514 shares for an account owned by the Blackwell Account.
4. The securities sold include 176,020 shares for the Fund and 82,958 shares for an account owned by the Blackwell Account.
5. The securities sold include 431,609 shares for the Fund and 203,391 shares for an account owned by the Blackwell Account.
6. The securities sold include 259,034 shares for the Fund and 140,966 shares for an account owned by the Blackwell Account.
7. The securities sold include 294,922 shares for the Fund and 120,078 shares for an account owned by the Blackwell Account.
8. The securities sold include 33,985 shares for the Fund and 16,015 shares for an account owned by the Blackwell Account.
9. The securities sold include 159,730 shares for the Fund and 75,270 shares for an account owned by the Blackwell Account.
10. Following the transactions set forth on Table I above, 14,511,860 shares are held by the Fund, and 3,739,147 shares are held in the Blackwell Account.
11. RA Capital Management, LLC (the "Adviser") is the general partner of the Fund and the investment adviser of the Blackwell Account. Peter Kolchinsky is the sole manager of the Adviser. In their respective capacities, each of Mr. Kolchinsky and the Adviser may be deemed to beneficially own the reported securities.
12. Pursuant to Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the "Act"), each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of their respective pecuniary interests therein. The filing of this Form 4 shall not be construed as an admission that Mr. Kolchinsky or the Adviser is or was for the purposes of Section 16(a) of the Act, or otherwise, the beneficial owner of any of securities reported herein.
/s/ Peter Kolchinsky Peter Kolchinsky, Manager of RA Capital Management, LLC 08/19/2014
/s/ Peter Kolchinsky Peter Kolchinsky, individually 08/19/2014
/s/ Peter Kolchinsky Peter Kolchinsky, Manager of RA Capital Management, LLC, the General Partner of RA Capital Healthcare Fund, L.P. 08/19/2014
** Signature of Reporting Person Date
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