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