FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/25/2012 |
3. Issuer Name and Ticker or Trading Symbol
HYPERION THERAPEUTICS INC [ HPTX ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 3,934 | D(1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series C-1 Preferred Stock | (2) | (2) | Common Stock | 611,185 | (2) | D(1) | |
Series C-2 Preferred Stock | (2) | (2) | Common Stock | 898,808 | (2) | D(1) | |
Common Stock Warrant (right to buy) | (3) | 04/01/2021 | Common Stock | 125,291 | $4.08 | D(1) | |
Preferred Stock Warrant (right to buy) | (4) | 10/25/2018 | Series C-2 Convertible Preferred Stock | 53,787 | $9.62 | D(1) | |
Preferred Stock Warrant (right to buy) | (4) | 02/07/2019 | Series C-2 Convertible Preferred Stock | 53,787 | $9.62 | D(1) |
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 directly held by New Enterprise Associates 12, Limited Partnership ("NEA 12") and indirectly held by NEA Partners 12, Limited Partnership ("NEA Partners 12"), the sole general partner of NEA 12, NEA 12 GP, LLC ("NEA 12 GP"), the sole general partner of NEA Partners 12, and the individual managers of NEA 12 GP (NEA Partners 12, NEA 12 GP and the individual managers of NEA 12 GP together, the "Indirect Reporting Persons"). The individual managers of NEA 12 GP are M. James Barrett, Peter J. Barris, Forest Baskett, Ryan D. Drant, Patrick J. Kerins, Krishna "Kittu" Kolluri, C. Richard Kramlich, Charles W. Newhall III, Mark W. Perry and Scott D. Sandell. The Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities of the Issuer held by NEA 12 in which the Indirect Reporting Persons have no pecuniary interest. |
2. The reported securities are convertible at any time, in whole or in part, at the option of the holder, have no expiration date, and will convert into shares of common stock immediately prior to the closing of the Issuer's initial public offering. |
3. The warrants are not currently exercisable. Immediately prior to the closing of the Issuer's initial public offering, the warrants will automatically net exercise by their terms, which allows the holder to pay the exercise price of the warrant by forfeiting a portion of the exercised warrant shares with a value equal to the aggregate exercise price. The warrants terminate if they are not exercised prior to the closing of the Issuer's initial public offering. |
4. The warrants are not currently exercisable. Immediately prior to the closing of the Issuer's initial public offering, the warrants will automatically net exercise by their terms, which allows the holder to pay the exercise price of the warrant by forfeiting a portion of the exercised warrant shares with a value equal to the aggregate exercise price. The shares of Series C-2 Convertible Preferred Stock issuable upon exercise of the warrants will convert into shares of common stock upon the closing of the Issuer's initial public offering. The warrants terminate if they are not exercised prior to the closing of the Issuer's initial public offering. |
/s/ Louis Citron, attorney-in-fact | 07/25/2012 | |
** 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 5 (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. |