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^*

RA CAPITAL MANAGEMENT, LLC

(Last)

(First)

(Middle)

20 PARK PLAZA, SUITE 1200

(Street)

BOSTON

02116

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ACHILLION PHARMACEUTICALS INC [ ACHN ]

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)
08/25/2014

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, $0.001 par value	08/25/2014		S		226,200⁽¹⁾	D	$10.9369	18,024,807	I	See Footnotes⁽¹¹⁾⁽¹²⁾
Common Stock, $0.001 par value	08/25/2014		S		105,196⁽²⁾	D	$11.0114	17,919,611	I	See Footnotes⁽¹¹⁾⁽¹²⁾
Common Stock, $0.001 par value	08/26/2014		S		1,347,639⁽³⁾	D	$11.1303	16,571,972	I	See Footnotes⁽¹¹⁾⁽¹²⁾
Common Stock, $0.001 par value	08/26/2014		S		52,361⁽⁴⁾	D	$11.1575	16,519,611	I	See Footnotes⁽¹¹⁾⁽¹²⁾
Common Stock, $0.001 par value	08/26/2014		S		250,000⁽⁵⁾	D	$11.7953	16,269,611	I	See Footnotes⁽¹¹⁾⁽¹²⁾
Common Stock, $0.001 par value	08/26/2014		S		150,000⁽⁶⁾	D	$11.78	16,119,611	I	See Footnotes⁽¹¹⁾⁽¹²⁾
Common Stock, $0.001 par value	08/26/2014		S		312,867⁽⁷⁾	D	$11.7682	15,806,744	I	See Footnotes⁽¹¹⁾⁽¹²⁾
Common Stock, $0.001 par value	08/27/2014		S		116,989⁽⁸⁾	D	$11.7469	15,689,755	I	See Footnotes⁽¹¹⁾⁽¹²⁾
Common Stock, $0.001 par value	08/27/2014		S		150,100⁽⁹⁾	D	$11.4758	15,539,655⁽¹⁰⁾	I	See Footnotes⁽¹¹⁾⁽¹²⁾

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)

1. Name and Address of Reporting Person^*

RA CAPITAL MANAGEMENT, LLC

(Last)

(First)

(Middle)

20 PARK PLAZA, SUITE 1200

(Street)

BOSTON

02116

(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^*

RA Capital Healthcare Fund LP

(Last)

(First)

(Middle)

20 PARK PLAZA, SUITE 1200

(Street)

BOSTON

02116

(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^*

Kolchinsky Peter

(Last)

(First)

(Middle)

20 PARK PLAZA, SUITE 1200

(Street)

BOSTON

02116

(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 sold include 186,841 shares for RA Capital Healthcare Fund, L.P. (the "Fund") and 39,359 shares for an account owned by Blackwell Partners, LLC (the "Blackwell Account").

2. The securities sold include 86,892 shares for the Fund and 18,304 shares for an account owned by the Blackwell Account.

3. The securities sold include 1,113,150 shares for the Fund and 234,489 shares for an account owned by the Blackwell Account.

4. The securities sold include 43,250 shares for the Fund and 9,111 shares for an account owned by the Blackwell Account.

5. The securities sold include 206,500 shares for the Fund and 43,500 shares for an account owned by the Blackwell Account.

6. The securities sold include 123,900 shares for the Fund and 26,100 shares for an account owned by the Blackwell Account.

7. The securities sold include 258,248 shares for the Fund and 54,439 shares for an account owned by the Blackwell Account.

8. The securities sold include 116,989 shares for the Fund.

9. The securities sold include 150,100 shares for the Fund.

10. Following the transactions set forth on Table I above, 12,225,810 shares are held by the Fund, and 3,313,845 shares are held in the Blackwell Account.

11. RA Capital Management, LLC (the "Adviser") is the general partner of the Fund and the investment adviser of the Blackwell Account. Peter Kolchinsky is the sole manager of the Adviser. In their respective capacities, each of Mr. Kolchinsky and the Adviser may be deemed to beneficially own the reported securities.

12. Pursuant to Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the "Act"), each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of their respective pecuniary interests therein. The filing of this Form 4 shall not be construed as an admission that Mr. Kolchinsky or the Adviser is or was for the purposes of Section 16(a) of the Act, or otherwise, the beneficial owner of any of securities reported herein.

	/s/ Peter Kolchinsky, Manager of RA Capital Management, LLC	08/27/2014
	/s/ Peter Kolchinsky, Manager of RA Capital Management, LLC, the General Partner of RA Capital Healthcare Fund, L.P.	08/27/2014
	/s/ Peter Kolchinsky, individually	08/27/2014
	** 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).
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