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^*

Panorama Capital, L.P.

(Last)

(First)

(Middle)

2440 SAND HILL ROAD, SUITE 302

(Street)

MENLO PARK

94025

(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)

X	Form filed by One Reporting Person
	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		831,410	A	⁽²⁾	831,410	D⁽¹⁾
Common Stock	07/31/2012		X		68,986	A	⁽³⁾	900,396	D⁽¹⁾
Common Stock	07/31/2012		J⁽⁸⁾		28,147⁽⁸⁾	D	⁽³⁾	872,249	D⁽¹⁾
Common Stock	07/31/2012		C		1,125	A	⁽²⁾	873,374	D⁽¹⁾
Common Stock	07/31/2012		C		1,125	A	⁽²⁾	874,499	D⁽¹⁾
Common Stock	07/31/2012		C		239,015	A	⁽⁵⁾	1,113,514	D⁽¹⁾
Common Stock	07/31/2012		C		99,361	A	⁽⁶⁾	1,212,875	D⁽¹⁾
Common Stock	07/31/2012		C		97,722	A	⁽⁷⁾	1,310,597	D⁽¹⁾
Common Stock	07/31/2012		P		550,000	A	$10	1,860,597	D⁽¹⁾

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)
Series C-2 Preferred Stock	⁽²⁾	07/31/2012		C			831,410	⁽²⁾	⁽²⁾	Common Stock	831,410	$0	0	D⁽¹⁾
Warrant to Purchase Common Stock	$4.08	07/31/2012		X			68,986	⁽³⁾	⁽³⁾	Common Stock	68,986	$0	0	D⁽¹⁾
Warrant to Purchase Preferred Stock	$9.62	07/31/2012		X			29,615	⁽⁴⁾	⁽⁴⁾	Series C-2 Preferred Stock	29,615	$0	0	D⁽¹⁾
Series C-2 Preferred Stock	⁽⁴⁾	07/31/2012		X		29,615		⁽⁴⁾	⁽⁴⁾	Common Stock	29,615	$0	29,615	D⁽¹⁾
Series C-2 Preferred Stock	⁽⁴⁾	07/31/2012		J⁽⁹⁾			28,490⁽⁹⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	28,490	$10	1,125	D⁽¹⁾
Series C-2 Preferred Stock	⁽²⁾	07/31/2012		C			1,125	⁽²⁾	⁽²⁾	Common Stock	1,125	$0	0	D⁽¹⁾
Warrant to Purchase Preferred Stock	$9.62	07/31/2012		X			29,615	⁽⁴⁾	⁽⁴⁾	Series C-2 Preferred Stock	29,615	$0	0	D⁽¹⁾
Series C-2 Preferred Stock	⁽⁴⁾	07/31/2012		X		29,615		⁽⁴⁾	⁽⁴⁾	Common Stock	29,615	$0	29,615	D⁽¹⁾
Series C-2 Preferred Stock	⁽⁴⁾	07/31/2012		J⁽¹⁰⁾			28,490⁽¹⁰⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	28,490	$10	1,125	D⁽¹⁾
Series C-2 Preferred Stock	⁽²⁾	07/31/2012		C			1,125	⁽²⁾	⁽²⁾	Common Stock	1,125	$0	0	D⁽¹⁾
Convertible Promissory Note	$10	07/31/2012		C			$2,212,659	⁽⁵⁾	⁽⁵⁾	Common Stock	239,015	$0	0	D⁽¹⁾
Convertible Promissory Note	$10	07/31/2012		C			$949,897	⁽⁶⁾	⁽⁶⁾	Common Stock	99,361	$0	0	D⁽¹⁾
Convertible Promissory Note	$10	07/31/2012		C			$949,897	⁽⁷⁾	⁽⁷⁾	Common Stock	97,722	$0	0	D⁽¹⁾

Explanation of Responses:

1. Panorama Capital, L.P. ("Panorama") and Panorama Capital Management, LLC ("PCM") are deemed to be a "group" for the purpose of Section 13(d) of the Securities Exchange Act of 1934, as amended. PCM is the general partner of Panorama and the Managing Members of PCM, Christopher J. Albinson, Rodney A. Ferguson, Shahan D. Soghikian, and Damion Wicker, have sole voting and dispositive powers with respect to the securities held by Panorama.

2. 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.

3. 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.

4. 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.

5. Notes and accrued interest in the aggregate of $2,390,157 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 $993,619 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 $977,223 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. These shares reflect the net exercise of the common stock warrant pursuant to its terms into 40,839 shares of the Issuer's common stock.

9. These shares reflect the net exercise of the preferred stock warrant pursuant to its terms into 1,125 shares of the Issuer's Series C-2 preferred stock.

10. These shares reflect the net exercise of the preferred stock warrant pursuant to its terms into 1,125 shares of the Issuer's Series C-2 preferred stock.

Remarks:

	/s/ Laura A. Berezin, Attorney-in-Fact	08/01/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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