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^*

Highland Management Partners VII, LLC

(Last)

(First)

(Middle)

C/O HIGHLAND CAPITAL PARTNERS

ONE BROADWAY, 16TH FLOOR

(Street)

CAMBRIDGE

02142

(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)

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	07/31/2012		C		11,773	A	⁽³⁾	11,845	I	See Footnote⁽²⁾
Common Stock	07/31/2012		C		13,346	A	⁽³⁾	25,191	I	See Footnote⁽²⁾
Common Stock	07/31/2012		C		7,221	A	⁽⁷⁾	32,412	I	See Footnote⁽²⁾
Common Stock	07/31/2012		C		3,002	A	⁽⁸⁾	35,414	I	See Footnote⁽²⁾
Common Stock	07/31/2012		C		2,952	A	⁽⁹⁾	38,366	I	See Footnote⁽²⁾
Common Stock	07/31/2012		X		2,084	A	⁽¹⁰⁾	40,450	I	See Footnote⁽²⁾
Common Stock	07/31/2012		J⁽¹³⁾		851⁽¹³⁾	D	⁽¹⁰⁾	39,599	I	See Footnote⁽²⁾
Common Stock	07/31/2012		C		33	A	⁽³⁾	39,632	I	See Footnote⁽²⁾
Common Stock	07/31/2012		C		33	A	⁽³⁾	39,665	I	See Footnote⁽²⁾
Common Stock	07/31/2012		P		1,926	A	$10	41,591	I	See Footnote⁽²⁾

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)
Convertible Promissory Note	⁽⁴⁾	07/31/2012		C			$752,944	⁽⁴⁾	⁽⁴⁾	Common Stock	81,334	$0	0	I	See Footnote⁽¹⁾
Convertible Promissory Note	⁽⁵⁾	07/31/2012		C			$323,240	⁽⁵⁾	⁽⁵⁾	Common Stock	33,811	$0	0	I	See Footnote⁽¹⁾
Convertible Promissory Note	⁽⁶⁾	07/31/2012		C			$323,240	⁽⁶⁾	⁽⁶⁾	Common Stock	33,253	$0	0	I	See Footnote⁽¹⁾
Warrant to Purchase Common Stock	⁽¹⁰⁾	07/31/2012		X			23,475	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	23,475	$0	0	I	See Footnote⁽¹⁾
Warrant to Purchase Preferred Stock	⁽¹¹⁾	07/31/2012		X			10,077	⁽¹¹⁾	⁽¹¹⁾	Series C-2 Preferred Stock	10,077	$0	0	I	See Footnote⁽¹⁾
Warrant to Purchase Preferred Stock	⁽¹¹⁾	07/31/2012		X			10,077	⁽¹¹⁾	⁽¹¹⁾	Series C-2 Preferred Stock	10,077	$0	0	I	See Footnote⁽¹⁾
Series C-2 Preferred Stock	⁽¹¹⁾	07/31/2012		X		10,077		⁽¹¹⁾	⁽¹¹⁾	Common Stock	382	$0	10,077	I	See Footnote⁽¹⁾
Series C-2 Preferred Stock	⁽¹¹⁾	07/31/2012		X		10,077		⁽¹¹⁾	⁽¹¹⁾	Common Stock	382	$0	10,077	I	See Footnote⁽¹⁾
Series C-2 Preferred Stock	⁽¹¹⁾	07/31/2012		J⁽¹²⁾			9,695⁽¹²⁾	⁽³⁾	⁽³⁾	Common Stock	9,695	$10	382	I	See Footnote⁽¹⁾
Series C-2 Preferred Stock	⁽¹¹⁾	07/31/2012		J⁽¹²⁾			9,695⁽¹²⁾	⁽³⁾	⁽³⁾	Common Stock	9,695	$10	382	I	See Footnote⁽¹⁾
Series C-2 Preferred Stock	⁽³⁾	07/31/2012		C			382	⁽³⁾	⁽³⁾	Common Stock	382	$0	0	I	See Footnote⁽¹⁾
Series C-2 Preferred Stock	⁽³⁾	07/31/2012		C			382	⁽³⁾	⁽³⁾	Common Stock	382	$0	0	I	See Footnote⁽¹⁾
Series C-1 Preferred Stock	⁽³⁾	07/31/2012		C			11,773	⁽³⁾	⁽³⁾	Common Stock	11,773	$0	0	I	See Footnote⁽²⁾
Series C-2 Preferred Stock	⁽³⁾	07/31/2012		C			13,346	⁽³⁾	⁽³⁾	Common Stock	13,346	$0	0	I	See Footnote⁽²⁾
Convertible Promissory Note	⁽⁷⁾	07/31/2012		C			$66,856	⁽⁷⁾	⁽⁷⁾	Common Stock	7,221	$0	0	I	See Footnote⁽²⁾
Convertible Promissory Note	⁽⁸⁾	07/31/2012		C			$28,701	⁽⁸⁾	⁽⁸⁾	Common Stock	3,002	$0	0	I	See Footnote⁽²⁾
Convertible Promissory Note	⁽⁹⁾	07/31/2012		C			$28,701	⁽⁹⁾	⁽⁹⁾	Common Stock	2,952	$0	0	I	See Footnote⁽²⁾
Warrant to Purchase Common Stock	⁽¹⁰⁾	07/31/2012		X			2,084	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	2,084	$0	0	I	See Footnote⁽²⁾
Warrant to Purchase Preferred Stock	⁽¹¹⁾	07/31/2012		X			894	⁽¹¹⁾	⁽¹¹⁾	Series C-2 Preferred Stock	894	$0	0	I	See Footnote⁽²⁾
Warrant to Purchase Preferred Stock	⁽¹¹⁾	07/31/2012		X			894	⁽¹¹⁾	⁽¹¹⁾	Series C-2 Preferred Stock	894	$0	0	I	See Footnote⁽²⁾
Series C-2 Preferred Stock	⁽¹¹⁾	07/31/2012		X		894		⁽¹¹⁾	⁽¹¹⁾	Common Stock	894	$0	894	I	See Footnote⁽²⁾
Series C-2 Preferred Stock	⁽¹¹⁾	07/31/2012		X		894		⁽¹¹⁾	⁽¹¹⁾	Common Stock	894	$0	894	I	See Footnote⁽²⁾
Series C-2 Preferred Stock	⁽¹¹⁾	07/31/2012		J⁽¹⁴⁾			861⁽¹⁴⁾	⁽¹¹⁾	⁽¹¹⁾	Common Stock	861	$10	33	I	See Footnote⁽²⁾
Series C-2 Preferred Stock	⁽¹¹⁾	07/31/2012		J⁽¹⁴⁾			861⁽¹⁴⁾	⁽¹¹⁾	⁽¹¹⁾	Common Stock	861	$10	33	I	See Footnote⁽²⁾
Series C-2 Preferred Stock	⁽³⁾	07/31/2012		C			33	⁽³⁾	⁽³⁾	Common Stock	33	$0	0	I	See Footnote⁽²⁾
Series C-2 Preferred Stock	⁽³⁾	07/31/2012		C			33	⁽³⁾	⁽³⁾	Common Stock	33	$0	0	I	See Footnote⁽²⁾

1. Name and Address of Reporting Person^*

Highland Management Partners VII, LLC

(Last)

(First)

(Middle)

C/O HIGHLAND CAPITAL PARTNERS

ONE BROADWAY, 16TH FLOOR

(Street)

CAMBRIDGE

02142

(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^*

Highland Capital Partners VII LP

(Last)

(First)

(Middle)

C/O HIGHLAND CAPITAL PARTNERS

ONE BROADWAY, 16TH FLOOR

(Street)

CAMBRIDGE

02142

(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^*

HIGHLAND CAPITAL PARTNERS VII-B L P

(Last)

(First)

(Middle)

C/O HIGHLAND CAPITAL PARTNERS

ONE BROADWAY, 16TH FLOOR

(Street)

CAMBRIDGE

02142

(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^*

Highland Capital Partners VII-C LP

(Last)

(First)

(Middle)

C/O HIGHLAND CAPITAL PARTNERS

ONE BROADWAY, 16TH FLOOR

(Street)

CAMBRIDGE

02142

(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^*

Highland Entrepreneurs Fund VII Limited Partnership

(Last)

(First)

(Middle)

C/O HIGHLAND CAPITAL PARTNERS

ONE BROADWAY, 16TH FLOOR

(Street)

CAMBRIDGE

02142

(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^*

Highland Management Partners VII Limited Partnership

(Last)

(First)

(Middle)

C/O HIGHLAND CAPITAL PARTNERS

ONE BROADWAY, 16TH FLOOR

(Street)

CAMBRIDGE

02142

(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. The securities are held by Highland Capital Partners VII-C Limited Partnership ("HCP VII-C"). Highland Management Partners VII, LLC is the general partner of Highland Management Partnership VII Limited Partnership, which is the general partner of HCP VII-C. Each of Highland Management Partners VII Limited Partnership and Highland Management Partners VII, LLC disclaims beneficial ownership of all shares held by HCP VII-C except to the extent of each such entity's pecuniary interest therein.

2. The securities are held by Highland Entrepreneurs' Fund VII Limited Partnership ("HEF VII"). Highland Management Partners VII, LLC is the general partner of Highland Management Partnership VII Limited Partnership, which is the general partner of HEF VII. Each of Highland Management Partners VII Limited Partnership and Highland Management Partners VII, LLC disclaims beneficial ownership of all shares held by HEF VII except to the extent of each such entity's pecuniary interest therein.

3. 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.

4. Notes and accrued interest in the aggregate of $813,344 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.

5. Notes and accrued interest in the aggregate of $338,118 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.

6. Notes and accrued interest in the aggregate of $332,538 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.

7. Notes and accrued interest in the aggregate of $72,219 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 $30,022 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 $29,527 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. 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.

11. 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 stock had no expiration date.

12. These shares reflect the net exercise of the preferred stock warrant pursuant to its terms into 382 shares of the Issuer's Series C-2 preferred stock.

13. These shares reflect the net exercise of the common stock warrant pursuant to its terms into 1,233 shares of the Issuer's common stock.

14. These shares reflect the net exercise of the preferred stock warrant pursuant to its terms into 33 shares of the Issuer's Series C-2 preferred stock.

	/s/ Corey Mulloy, Authorized Manager of Highland Management Partners VII, LLC	08/02/2012
	/s/ Corey Mulloy, Authorized Manager of Highland Management Partners VII, LLC, the general partner of Highland Management Partners VII Limited Partnership	08/02/2012
	/s/ Corey Mulloy, Authorized Manager of Highland Management Partners VII, LLC, the general partner of Highland Management Partners VII Limited Partnership, the general partner of Highland Capital Partners VII Limited Partnership	08/02/2012
	/s/ Corey Mulloy, Authorized Manager of Highland Management Partners VII, LLC, the general partner of Highland Management Partners VII Limited Partnership, the general partner of Highland Capital Partners VII-B Limited Partnership	08/02/2012
	/s/ Corey Mulloy, Authorized Manager of Highland Management Partners VII, LLC, the general partner of Highland Management Partners VII Limited Partnership, the general partner of Highland Capital Partners VII-C Limited Partnership	08/02/2012
	/s/ Corey Mulloy, Authorized Manager of Highland Management Partners VII, LLC, the general partner of Highland Management Partners VII Limited Partnership, the general partner of Highland Entrepreneurs' Fund VII Limited Partnership	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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