SEC FORM 4

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^*

HEALY JAMES

(Last)

(First)

(Middle)

C/O SOFINNOVA VENTURES

2800 SAND HILL ROAD, SUITE 150

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HYPERION THERAPEUTICS INC [ HPTX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2012

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								3,934	I	See footnote⁽²⁾
Common Stock	07/31/2012		C		611,185	A	⁽¹⁾	615,119	I	See footnote⁽²⁾
Common Stock	07/31/2012		C		898,808	A	⁽¹⁾	1,513,927	I	See footnote⁽²⁾
Common Stock	07/31/2012		X		125,291	A	⁽⁵⁾	1,639,218	I	See footnote⁽²⁾
Common Stock	07/31/2012		J⁽¹⁰⁾		51,119⁽¹⁰⁾	D	⁽⁵⁾	1,588,099	I	See footnote⁽²⁾
Common Stock	07/31/2012		C		2,043	A	⁽¹⁾	1,590,142	I	See footnote⁽²⁾
Common Stock	07/31/2012		C		2,043	A	⁽¹⁾	1,592,185	I	See footnote⁽²⁾
Common Stock	07/31/2012		C		434,096	A	⁽⁷⁾	2,026,281	I	See footnote⁽²⁾
Common Stock	07/31/2012		C		180,459	A	⁽⁸⁾	2,206,740	I	See footnote⁽²⁾
Common Stock	07/31/2012		C		177,481	A	⁽⁹⁾	2,384,221	I	See footnote⁽²⁾
Common Stock	07/31/2012		P		563,000	A	$10	2,947,221	I	See footnote⁽²⁾
Common Stock								11,855⁽³⁾	D⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series C-1 Preferred Stock	⁽¹⁾	07/31/2012		C			611,185	⁽¹⁾	⁽¹⁾	Common Stock	611,185	$0	0	I	See footnote⁽²⁾
Series C-2 Preferred Stock	⁽¹⁾	07/31/2012		C			898,808	⁽¹⁾	⁽¹⁾	Common Stock	898,808	$0	0	I	See footnote⁽²⁾
Common Stock Warrant (right to buy)	$4.08	07/31/2012		X			125,291	⁽⁵⁾	⁽⁵⁾	Common Stock	125,291	$0	0	I	See footnote⁽²⁾
Preferred Stock Warrant (right to buy)	$9.62	07/31/2012		X			53,787	⁽⁶⁾	⁽⁶⁾	Series C-2 Preferred Stock	53,787	$0	0	I	See footnote⁽²⁾
Series C-2 Preferred Stock	⁽⁶⁾	07/31/2012		X		53,787		⁽⁶⁾	⁽⁶⁾	Common Stock	53,787	$0	53,787	I	See footnote⁽²⁾
Series C-2 Preferred Stock	⁽⁶⁾	07/31/2012		J⁽¹¹⁾			51,744⁽¹¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	51,744	$10	2,043	I	See footnote⁽²⁾
Series C-2 Preferred Stock	⁽¹⁾	07/31/2012		C			2,043	⁽¹⁾	⁽¹⁾	Common Stock	2,043	$0	0	I	See footnote⁽²⁾
Preferred Stock Warrant (right to buy)	$9.62	07/31/2012		X			53,787	⁽⁶⁾	⁽⁶⁾	Series C-2 Preferred Stock	53,787	$0	0	I	See footnote⁽²⁾
Series C-2 Preferred Stock	⁽⁶⁾	07/31/2012		X		53,787		⁽⁶⁾	⁽⁶⁾	Common Stock	53,787	$0	53,787	I	See footnote⁽²⁾
Series C-2 Preferred Stock	⁽⁶⁾	07/31/2012		J⁽¹¹⁾			51,744⁽¹¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	51,744	$10	2,043	I	See footnote⁽²⁾
Series C-2 Preferred Stock	⁽¹⁾	07/31/2012		C			2,043	⁽¹⁾	⁽¹⁾	Common Stock	2,043	$0	0	I	See footnote⁽²⁾
Convertible Promissory Note	$10	07/31/2012		C			$4,018,596	⁽⁷⁾	⁽⁷⁾	Common Stock	434,096	$0	0	I	See footnote⁽²⁾
Convertible Promissory Note	$10	07/31/2012		C			$1,725,188	⁽⁸⁾	⁽⁸⁾	Common Stock	180,459	$0	0	I	See footnote⁽²⁾
Convertible Promissory Note	$10	07/31/2012		C			$1,725,188	⁽⁹⁾	⁽⁹⁾	Common Stock	177,481	$0	0	I	See footnote⁽²⁾

1. Name and Address of Reporting Person^*

HEALY JAMES

(Last)

(First)

(Middle)

C/O SOFINNOVA VENTURES

2800 SAND HILL ROAD, SUITE 150

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

POWELL MICHAEL

(Last)

(First)

(Middle)

C/O SOFINNOVA VENTURES

2800 SAND HILL ROAD, SUITE 150

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Buatois Eric

(Last)

(First)

(Middle)

C/O SOFINNOVA VENTURES

2800 SAND HILL ROAD, SUITE 150

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SOFINNOVA VENTURE PARTNERS VII L P

(Last)

(First)

(Middle)

C/O SOFINNOVA VENTURES

2800 SAND HILL ROAD, SUITE 150

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Sofinnova Management VII, L.L.C.

(Last)

(First)

(Middle)

C/O SOFINNOVA VENTURES

2800 SAND HILL ROAD, SUITE 150

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of convertible preferred stock automatically converted into one share of common stock. The convertible preferred stock had no expiration date.

2. The securities are owned directly by Sofinnova Venture Partners VII, L.P. ("SV VII"). Sofinnova Management VII, L.L.C. ("SV VII LLC"), the general partner of SV VII, and James Healy, a director of the Issuer, Michael Powell, and Eric Buatois, the managing members of SV VII LLC, may be deemed to have shared voting and dispositive power over the shares owned by SV VII. Such persons and entities disclaim beneficial ownership over the shares owned by SV VII except to the extent of any pecuniary interest therein.

3. The common stock was issued on March 8, 2012 upon the early exercise of an option that was immediately exercisable in full upon grant. One quarter of the shares vested on April 15, 2012, and the remainder of the shares vest at a rate of 1/36th per month thereafter. All exercised but unvested shares are subject to a repurchase right by the Issuer.

4. The shares are owned directly by Mr. Healy.

5. Immediately prior to the closing of the Issuer's initial public offering, the warrants automatically net exercised by their terms, which allowed the holder to pay the exercise price of the warrants by forfeiting a portion of the exercised warrant shares with a value equal to the aggregate exercise price.

6. Immediately prior to the closing of the Issuer's initial public offering, the warrants automatically exercised by their terms into Series C-2 preferred stock, which allowed the holder to pay the exercise price of the warrants by forfeiting a portion of the exercised warrant shares with a value equal to the aggregate exercise price. The convertible preferred stock had no expiration date.

7. Notes and accrued interest in the aggregate of $4,340,965 converted automatically immediately prior to the closing of the Issuer's initial public offering into shares of common stock at a conversion price of $10.00 per share, which is the initial public offering price per share.

8. Notes and accrued interest in the aggregate of $1,804,594 converted automatically immediately prior to the closing of the Issuer's initial public offering into shares of common stock at a conversion price of $10.00 per share, which is the initial public offering price per share.

9. Notes and accrued interest in the aggregate of $1,774,817 converted automatically immediately prior to the closing of the Issuer's initial public offering into shares of common stock at a conversion price of $10.00 per share, which is the initial public offering price per share.

10. These shares reflect the net exercise of the common stock warrant pursuant to its terms into 74,172 shares of the Issuer's common stock.

11. These shares reflect the net exercise of the preferred stock warrant pursuant to its terms into 2,043 shares of the Issuer's Series C-2 preferred stock.

	/s/ Nathalie Auber, Attorney-in-Fact for James Healy	08/02/2012
	/s/ Nathalie Auber, Attorney-in-Fact for Eric Buatois	08/02/2012
	/s/ Nathalie Auber, Attorney-in-Fact for Michael Powell	08/02/2012
	/s/ Nathalie Auber, Attorney-in-Fact for Sofinnova Venture Partners VII, L.P.	08/02/2012
	/s/ Nathalie Auber, Attorney-in-Fact for Sofinnova Management VII, L.L.C.	08/02/2012
	** 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 4 (b)(v).
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