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 | C | 375,755 | A | (4) | 378,174 | I | See Footnote(1) | ||
Common Stock | 07/31/2012 | C | 425,958 | A | (4) | 804,132 | I | See Footnote(1) | ||
Common Stock | 07/31/2012 | C | 230,478 | A | (5) | 1,034,610 | I | See Footnote(1) | ||
Common Stock | 07/31/2012 | C | 95,812 | A | (6) | 1,130,422 | I | See Footnote(1) | ||
Common Stock | 07/31/2012 | C | 94,231 | A | (7) | 1,224,653 | I | See Footnote(1) | ||
Common Stock | 07/31/2012 | X | 66,522 | A | (14) | 1,291,175 | I | See Footnote(1) | ||
Common Stock | 07/31/2012 | J(16) | 27,141(16) | D | (14) | 1,264,034 | I | See Footnote(1) | ||
Common Stock | 07/31/2012 | C | 1,085 | A | (4) | 1,265,119 | I | See Footnote(1) | ||
Common Stock | 07/31/2012 | C | 1,085 | A | (4) | 1,266,204 | I | See Footnote(1) | ||
Common Stock | 07/31/2012 | P | 61,480 | A | $10 | 1,327,684 | I | See Footnote(1) | ||
Common Stock | 07/31/2012 | C | 91,052 | A | (4) | 91,638 | I | See Footnote(2) | ||
Common Stock | 07/31/2012 | C | 103,218 | A | (4) | 194,856 | I | See Footnote(2) | ||
Common Stock | 07/31/2012 | C | 55,849 | A | (8) | 250,705 | I | See Footnote(2) | ||
Common Stock | 07/31/2012 | C | 23,217 | A | (9) | 273,922 | I | See Footnote(2) | ||
Common Stock | 07/31/2012 | C | 22,834 | A | (10) | 296,756 | I | See Footnote(2) | ||
Common Stock | 07/31/2012 | X | 16,119 | A | (14) | 312,875 | I | See Footnote(2) | ||
Common Stock | 07/31/2012 | J(18) | 6,577(18) | D | (14) | 306,298 | I | See Footnote(2) | ||
Common Stock | 07/31/2012 | C | 262 | A | (4) | 306,560 | I | See Footnote(2) | ||
Common Stock | 07/31/2012 | C | 262 | A | (4) | 306,822 | I | See Footnote(2) | ||
Common Stock | 07/31/2012 | P | 14,898 | A | $10 | 321,720 | I | See Footnote(2) | ||
Common Stock | 07/31/2012 | C | 132,601 | A | (4) | 133,453 | I | See Footnote(3) | ||
Common Stock | 07/31/2012 | C | 150,318 | A | (4) | 283,771 | I | See Footnote(3) | ||
Common Stock | 07/31/2012 | C | 81,334 | A | (11) | 365,105 | I | See Footnote(3) | ||
Common Stock | 07/31/2012 | C | 33,811 | A | (12) | 398,916 | I | See Footnote(3) | ||
Common Stock | 07/31/2012 | C | 33,253 | A | (13) | 432,169 | I | See Footnote(3) | ||
Common Stock | 07/31/2012 | X | 23,475 | A | (14) | 455,644 | I | See Footnote(3) | ||
Common Stock | 07/31/2012 | J(20) | 9,578(20) | D | (14) | 446,066 | I | See Footnote(3) | ||
Common Stock | 07/31/2012 | C | 382 | A | (4) | 446,448 | I | See Footnote(3) | ||
Common Stock | 07/31/2012 | C | 382 | A | (4) | 446,830 | I | See Footnote(3) | ||
Common Stock | 07/31/2012 | P | 21,696 | A | $10 | 468,526 | I | See Footnote(3) |
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-1 Preferred Stock | (4) | 07/31/2012 | C | 375,755 | (4) | (4) | Common Stock | 375,755 | $0 | 0 | I | See Footnote(1) | |||
Series C-2 Preferred Stock | (4) | 07/31/2012 | C | 425,958 | (4) | (4) | Common Stock | 425,958 | $0 | 0 | I | See Footnote(1) | |||
Convertible Promissory Note | (5) | 07/31/2012 | C | $2,133,628 | (5) | (5) | Common Stock | 230,478 | $0 | 0 | I | See Footnote(1) | |||
Convertible Promissory Note | (6) | 07/31/2012 | C | $915,969 | (6) | (6) | Common Stock | 95,812 | $0 | 0 | I | See Footnote(1) | |||
Convertible Promissory Note | (7) | 07/31/2012 | C | $915,969 | (7) | (7) | Common Stock | 94,231 | $0 | 0 | I | See Footnote(1) | |||
Warrant to Purchase Common Stock | (14) | 07/31/2012 | X | 66,522 | (14) | (14) | Common Stock | 66,522 | $0 | 0 | I | See Footnote(1) | |||
Warrant to Purchase Preferred Stock | (15) | 07/31/2012 | X | 28,557 | (15) | (15) | Series C-2 Preferred Stock | 28,557 | $0 | 0 | I | See Footnote(1) | |||
Warrant to Purchase Preferred Stock | (15) | 07/31/2012 | X | 28,557 | (15) | (15) | Series C-2 Preferred Stock | 28,557 | $0 | 0 | I | See Footnote(1) | |||
Series C-2 Preferred Stock | (15) | 07/31/2012 | X | 28,557 | (15) | (15) | Common Stock | 28,557 | $0 | 28,557 | I | See Footnote(1) | |||
Series C-2 Preferred Stock | (15) | 07/31/2012 | X | 28,557 | (15) | (15) | Common Stock | 28,557 | $0 | 28,557 | I | See Footnote(1) | |||
Series C-2 Preferred Stock | (15) | 07/31/2012 | J(17) | 27,472(17) | (15) | (15) | Common Stock | 27,472 | $10 | 1,085 | I | See Footnote(1) | |||
Series C-2 Preferred Stock | (15) | 07/31/2012 | J(17) | 27,472(17) | (15) | (15) | Common Stock | 27,472 | $10 | 1,085 | I | See Footnote(1) | |||
Series C-2 Preferred Stock | (4) | 07/31/2012 | C | 1,085 | (4) | (4) | Common Stock | 1,085 | $0 | 0 | I | See Footnote(1) | |||
Series C-2 Preferred Stock | (4) | 07/31/2012 | C | 1,085 | (4) | (4) | Common Stock | 1,085 | $0 | 0 | I | See Footnote(1) | |||
Series C-1 Preferred Stock | (4) | 07/31/2012 | C | 91,052 | (4) | (4) | Common Stock | 91,052 | $0 | 0 | I | See Footnote(2) | |||
Series C-2 Preferred Stock | (4) | 07/31/2012 | C | 103,218 | (4) | (4) | Common Stock | 103,218 | $0 | 0 | I | See Footnote(2) | |||
Convertible Promissory Note | (8) | 07/31/2012 | C | $517,020 | (8) | (8) | Common Stock | 55,849 | $0 | 0 | I | See Footnote(2) | |||
Convertible Promissory Note | (9) | 07/31/2012 | C | $221,957 | (9) | (9) | Common Stock | 23,217 | $0 | 0 | I | See Footnote(2) | |||
Convertible Promissory Note | (10) | 07/31/2012 | C | $221,957 | (10) | (10) | Common Stock | 22,834 | $0 | 0 | I | See Footnote(2) | |||
Warrant to Purchase Common Stock | (14) | 07/31/2012 | X | 16,119 | (14) | (14) | Common Stock | 16,119 | $0 | 0 | I | See Footnote(2) | |||
Warrant to Purchase Preferred Stock | (15) | 07/31/2012 | X | 6,920 | (15) | (15) | Series C-2 Preferred Stock | 6,920 | $0 | 0 | I | See Footnote(2) | |||
Warrant to Purchase Preferred Stock | (15) | 07/31/2012 | X | 6,920 | (15) | (15) | Series C-2 Preferred Stock | 6,920 | $0 | 0 | I | See Footnote(2) | |||
Series C-2 Preferred Stock | (15) | 07/31/2012 | X | 6,920 | (15) | (15) | Common Stock | 6,920 | $0 | 6,920 | I | See Footnote(2) | |||
Series C-2 Preferred Stock | (15) | 07/31/2012 | X | 6,920 | (15) | (15) | Common Stock | 6,920 | $0 | 6,920 | I | See Footnote(2) | |||
Series C-2 Preferred Stock | (15) | 07/31/2012 | J(19) | 6,658(19) | (15) | (15) | Common Stock | 6,658 | $10 | 262 | I | See Footnote(2) | |||
Series C-2 Preferred Stock | (15) | 07/31/2012 | J(19) | 6,658(19) | (15) | (15) | Common Stock | 6,658 | $10 | 262 | I | See Footnote(2) | |||
Series C-2 Preferred Stock | (4) | 07/31/2012 | C | 262 | (4) | (4) | Common Stock | 262 | $0 | 0 | I | See Footnote(2) | |||
Series C-2 Preferred Stock | (4) | 07/31/2012 | C | 262 | (4) | (4) | Common Stock | 262 | $0 | 0 | I | See Footnote(2) | |||
Series C-1 Preferred Stock | (4) | 07/31/2012 | C | 132,601 | (4) | (4) | Common Stock | 132,601 | $0 | 0 | I | See Footnote(3) | |||
Series C-2 Preferred Stock | (4) | 07/31/2012 | C | 150,318 | (4) | (4) | Common Stock | 150,318 | $0 | 0 | I | See Footnote(3) |
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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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. The securities are held by Highland Capital Partners VII Limited Partnership ("HCP VII"). Highland Management Partners VII, LLC is the general partner of Highland Management Partnership VII Limited Partnership, which is the general partner of HCP VII. Each of Highland Management Partners VII Limited Partnership and Highland Management Partners VII, LLC disclaims beneficial ownership of all shares held by HCP VII except to the extent of each such entity's pecuniary interest therein. |
2. The securities are held by Highland Capital Partners VII-B Limited Partnership ("HCP VII-B"). Highland Management Partners VII, LLC is the general partner of Highland Management Partnership VII Limited Partnership, which is the general partner of HCP VII-B. Each of Highland Management Partners VII Limited Partnership and Highland Management Partners VII, LLC disclaims beneficial ownership of all shares held by HCP VII-B except to the extent of each such entity's pecuniary interest therein. |
3. 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. |
4. 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. |
5. Notes and accrued interest in the aggregate of $2,304,786 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 $958,129 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 $942,319 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 $558,494 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 $232,173 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. Notes and accrued interest in the aggregate of $228,342 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. |
11. 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. |
12. 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. |
13. 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. |
14. 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. |
15. 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. |
16. These shares reflect the net exercise of the common stock warrant pursuant to its terms into 39,381 shares of the Issuer's common stock. |
17. These shares reflect the net exercise of the preferred stock warrant pursuant to its terms into 1,085 shares of the Issuer's Series C-2 preferred stock. |
18. These shares reflect the net exercise of the common stock warrant pursuant to its terms into 9,542 shares of the Issuer's common stock. |
19. These shares reflect the net exercise of the preferred stock warrant pursuant to its terms into 262 shares of the Issuer's Series C-2 preferred stock. |
20. These shares reflect the net exercise of the common stock warrant pursuant to its terms into 13,897 shares of the Issuer's common 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). | ||
** 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. |