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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
HYPERION THERAPEUTICS INC [ HPTX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 07/31/2012 | A | 477,893 | A | $10 | 477,893 | D(1)(2) | |||
Common Stock | 07/31/2012 | A | 9,107 | A | $10 | 9,107 | D(1)(3) | |||
Common Stock | 07/31/2012 | C | 1,223,794 | A | $0 | 1,701,687 | D(1)(2)(4) | |||
Common Stock | 07/31/2012 | C | 23,320 | A | $0 | 32,427 | D(1)(3)(4) | |||
Common Stock | 07/31/2012 | X | 60,114 | A | $0 | 1,761,801 | D(1)(2)(5) | |||
Common Stock | 07/31/2012 | X | 1,144 | A | $0 | 33,571 | D(1)(3)(6) | |||
Common Stock | 07/31/2012 | J | 3,312 | A | $0 | 1,765,113 | D(1)(2)(7) | |||
Common Stock | 07/31/2012 | J | 62 | A | $0 | 33,633 | D(1)(3)(8) | |||
Common Stock | 07/31/2012 | C | 351,819 | A | $10 | 2,116,932 | D(1)(2)(9) | |||
Common Stock | 07/31/2012 | C | 146,255 | A | $10 | 2,263,187 | D(1)(2)(10) | |||
Common Stock | 07/31/2012 | C | 143,842 | A | $10 | 2,470,029 | D(1)(2)(11) | |||
Common Stock | 07/31/2012 | C | 6,704 | A | $10 | 40,337 | D(1)(3)(12) | |||
Common Stock | 07/31/2012 | C | 2,787 | A | $10 | 43,124 | D(1)(3)(13) | |||
Common Stock | 07/31/2012 | C | 2,741 | A | $10 | 45,865 | D(1)(3)(14) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Series C-2 Convertible Preferred Stock | $0 | 07/31/2012 | C | 1,223,794 | (4) | (4) | Common Stock | 1,223,794 | $0 | 0 | D(1)(2) | ||||
Series C-2 Convertible Preferred Stock | $0 | 07/31/2012 | C | 23,320 | (4) | (4) | Common Stock | 23,320 | $0 | 0 | D(1)(3) | ||||
Common Warrants | $0 | 07/31/2012 | X | 60,114 | 07/31/2012 | 07/31/2012 | Common Stock | 60,114 | $0 | 0 | D(1)(2)(5) | ||||
Common Warrants | $0 | 07/31/2012 | X | 1,144 | 07/31/2012 | 07/31/2012 | Common Stock | 1,144 | $0 | 0 | D(1)(3)(6) | ||||
Preferred Warrants | $0 | 07/31/2012 | J | 3,312 | 07/31/2012 | 07/31/2012 | Common Stock | 3,312 | $0 | 0 | D(1)(2)(7) | ||||
Preferred Warrants | $0 | 07/31/2012 | J | 62 | 07/31/2012 | 07/31/2012 | Common Stock | 62 | $0 | 0 | D(1)(3)(8) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Bay City Capital LLC, a Delaware limited liability company ("BCC"), Bay City Capital Management V LLC, a Delaware limited liability company ("Management V"), Bay City Capital Fund V, L.P., a Delaware limited partnership ("Fund V"), and Bay City Capital Fund V Co-Investment Fund, L.P., a Delaware limited partnership ("Co-Investment V") are deemed to be a "group" for the purposes of Section 13(d) under the Securities Exchange Act of 1934. Management V is the general partner of Fund V and Co-Investment V and has sole voting and dispositive power with respect to the securities held by Fund V and Co-Investment V. BCC, the manager of Management V, is also an advisor to Fund V and Co-Investment V and has sole voting and dispositive power with respect to the securities held by Fund V and Co-Investment V. |
2. Represents securities held by Fund V, including indirect interests of BCC and Management V. BCC and Manangement V each disclaim beneficial ownership with respect to these securities, except to the extent of their pecuniary interest therein. |
3. Represents securities held by Co-Investment V, including indirect interests of BCC and Management V. BCC and Manangement V each disclaim beneficial ownership with respect to these securities, except to the extent of their pecuniary interest therein. |
4. In connection with the closing of the Issuer's initial public offering, the Issuer's Series C-2 Convertible Preferred Stock automatically converted into common stock of the Issuer on a one-for-one basis. The Series C-2 Convertible Preferred Stock had no expiration date. |
5. In connection with the closing of the Issuer's initial public offering, warrants for the Issuer's common stock held by Fund V were automatically net exercised, with 60,114 shares of common stock delivered to Fund V and 41,430 shares of common stock forfeited in payment of the aggregate exercise price as a result of such net exercise. |
6. In connection with the closing of the Issuer's initial public offering, warrants for the Issuer's common stock held by Co-Investment V were automatically net exercised, with 1,144 shares of common stock delivered to Co-Investment and 790 shares of common stock forfeited in payment of the aggregate exercise price as a result of such net exercise. |
7. In connection with the closing of the Issuer's initial public offering, warrants for the Issuer's Series C-2 convertible preferred stock held by Fund V were automatically net exercised and the resulting Series C-2 convertible preferred stock automatically converted into shares of the Issuer's common stock, with a total of 3,312 shares of common stock delivered to Fund V and 83,873 shares of common stock forfeited in payment of the aggregate exercise price as a result of such net exercise. |
8. In connection with the closing of the Issuer's initial public offering, warrants for the Issuer's Series C-2 convertible preferred stock held by Co-Investment V were automatically net exercised and the resulting Series C-2 convertible preferred stock automatically converted into shares of the Issuer's common stock, with a total of 62 shares of common stock delivered to Co-Investment V and 1,598 shares of common stock forfeited in payment of the aggregate exercise price as a result of such net exercise. |
9. In connection with the closing of the Issuer's initial public offering, $3,518,192 of convertible debt (principal and interest) of the Issuer held by Fund V was automatically converted into shares of the Issuer's common stock at a conversion price of $10.00 per share (the initial public offering price per share). |
10. In connection with the closing of the Issuer's initial public offering, $1,462,557 of convertible debt (principal and interest) of the Issuer held by Fund V was automatically converted into shares of the Issuer's common stock at a conversion price of $10.00 per share (the initial public offering price per share). |
11. In connection with the closing of the Issuer's initial public offering, $1,438,424 of convertible debt (principal and interest) of the Issuer held by Fund V was automatically converted into shares of the Issuer's common stock at a conversion price of $10.00 per share (the initial public offering price per share). |
12. In connection with the closing of the Issuer's initial public offering, $67,044 of convertible debt (principal and interest) of the Issuer held by Co-Investment V was automatically converted into shares of the Issuer's common stock at a conversion price of $10.00 per share (the initial public offering price per share). |
13. In connection with the closing of the Issuer's initial public offering, $27,871 of convertible debt (principal and interest) of the Issuer held by Co-Investment was automatically converted into shares of the Issuer's common stock at a conversion price of $10.00 per share (the initial public offering price per share). |
14. In connection with the closing of the Issuer's initial public offering, $27,411 of convertible debt (principal and interest) of the Issuer held by Co-Investment was automatically converted into shares of the Issuer's common stock at a conversion price of $10.00 per share (the initial public offering price per share). |
Remarks: |
Signed by Fred Craves, Managing Director of Bay City Capital LLC for itself; for and on behalf of Bay City Capital Management V LLC in its capacity as manager thereof; and for and on behalf of Bay City Capital Fund V, L.P. and Bay City Capital Fund V Co-Investment Fund, L.P. in its capacity as manager of Bay City Capital Management V LLC, the general partner of Bay City Capital Fund V, L.P. and Bay City Capital Fund V Co-Investment Fund, L.P. |
/s/ Fred Craves | 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). | ||
** 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 Number. |