0001181431-12-043178.txt : 20120802
0001181431-12-043178.hdr.sgml : 20120802
20120802141626
ACCESSION NUMBER: 0001181431-12-043178
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20120731
FILED AS OF DATE: 20120802
DATE AS OF CHANGE: 20120802
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KERINS PATRICK J
CENTRAL INDEX KEY: 0001235112
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35614
FILM NUMBER: 121002934
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: HYPERION THERAPEUTICS INC
CENTRAL INDEX KEY: 0001386858
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 611512713
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 601 GATEWAY BLVD.
STREET 2: SUITE 200
CITY: SOUTH SAN FRANCISCO
STATE: CA
ZIP: 94080
BUSINESS PHONE: 650-745-7802
MAIL ADDRESS:
STREET 1: 601 GATEWAY BLVD.
STREET 2: SUITE 200
CITY: SOUTH SAN FRANCISCO
STATE: CA
ZIP: 94080
4
1
rrd351977.xml
X0306
4
2012-07-31
0
0001386858
HYPERION THERAPEUTICS INC
HPTX
0001235112
KERINS PATRICK J
1954 GREENSPRING DRIVE
SUITE 600
TIMONIUM
MD
21093
0
0
1
0
Common Stock
2012-07-31
4
C
0
611185
A
615119
I
See Note 1
Common Stock
2012-07-31
4
C
0
898808
A
1513927
I
See Note 1
Common Stock
2012-07-31
4
X
0
125291
A
1639218
I
See Note 1
Common Stock
2012-07-31
4
J
0
51119
D
1588099
I
See Note 1
Common Stock
2012-07-31
4
C
0
2043
A
1590142
I
See Note 1
Common Stock
2012-07-31
4
C
0
2043
A
1592185
I
See Note 1
Common Stock
2012-07-31
4
C
0
434096
A
2026281
I
See Note 1
Common Stock
2012-07-31
4
C
0
180459
A
2206740
I
See Note 1
Common Stock
2012-07-31
4
C
0
177841
A
2384221
I
See Note 1
Common Stock
2012-07-31
4
P
0
500000
10
A
2884221
I
See Note 1
Series C-1 Preferred Stock
2012-07-31
4
C
0
611185
0
D
Common Stock
611185
0
I
See Note 1
Series C-2 Preferred Stock
2012-07-31
4
C
0
898808
0
D
Common Stock
898808
0
I
See Note 1
Common Stock Warrant (right to buy)
4.08
2012-07-31
4
X
0
125291
0
D
Common Stock
125291
0
I
See Note 1
Preferred Stock Warrant (right to buy)
9.62
2012-07-31
4
X
0
53787
0
D
Series C-2 Preferred Stock
53787
0
I
See Note 1
Series C-2 Preferred Stock
2012-07-31
4
X
0
53787
0
A
Common Stock
53787
53787
I
See Note 1
Series C-2 Preferred Stock
2012-07-31
4
J
0
51744
10
D
Common Stock
51744
2043
I
See Note 1
Series C-2 Preferred Stock
2012-07-31
4
C
0
2043
0
D
Common Stock
2043
0
I
See Note 1
Preferred Stock Warrant (right to buy)
9.62
2012-07-31
4
X
0
53787
0
D
Series C-2 Preferred Stock
53787
0
I
See Note 1
Series C-2 Preferred Stock
2012-07-31
4
X
0
53787
0
A
Common Stock
53787
53787
I
See Note 1
Series C-2 Preferred Stock
2012-07-31
4
J
0
51744
10
D
Common Stock
51744
2043
I
See Note 1
Series C-2 Preferred Stock
2012-07-31
4
C
0
2043
0
D
Common Stock
2043
0
I
See Note 1
Convertible Promissory Note
10
2012-07-31
4
C
0
4018596
0
D
Common Stock
434096
0
I
See Note 1
Convertible Promissory Note
10
2012-07-31
4
C
0
1725188
0
D
Common Stock
180459
0
I
See Note 1
Convertible Promissory Note
10
2012-07-31
4
C
0
1725188
0
D
Common Stock
177481
0
I
See Note 1
The Reporting Person is a manager of NEA 12 GP, LLC, the sole general partner of NEA Partners 12, Limited Partnership, the sole general partner of New Enterprise Associates 12, Limited Partnership ("NEA 12"), which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities of the Issuer held by NEA 12 in which the Reporting Person has no pecuniary interest.
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.
Immediately prior to the closing, 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.
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.
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.
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.
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.
Immediately prior to the closing, the warrants automatically net 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.
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/ Louis Citron, attorney-in-fact
2012-08-02