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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

New Enterprise Associates 12, Limited Partnership

(Last)

(First)

(Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM

21093

(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		611,185	A	⁽²⁾	615,119	D⁽¹⁾
Common Stock	07/31/2012		C		898,808	A	⁽²⁾	1,513,927	D⁽¹⁾
Common Stock	07/31/2012		X		125,291	A	⁽³⁾	1,639,218	D⁽¹⁾
Common Stock	07/31/2012		J		51,119⁽⁴⁾	D	⁽³⁾	1,588,099	D⁽¹⁾
Common Stock	07/31/2012		C		2,043	A	⁽²⁾	1,590,142	D⁽¹⁾
Common Stock	07/31/2012		C		2,043	A	⁽²⁾	1,592,185	D⁽¹⁾
Common Stock	07/31/2012		C		434,096	A	⁽⁵⁾	2,026,281	D⁽¹⁾
Common Stock	07/31/2012		C		180,459	A	⁽⁶⁾	2,206,740	D⁽¹⁾
Common Stock	07/31/2012		C		177,481	A	⁽⁷⁾	2,384,221	D⁽¹⁾
Common Stock	07/31/2012		P		500,000	A	$10	2,884,221	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-1 Preferred Stock	⁽²⁾	07/31/2012		C			611,185	⁽²⁾	⁽²⁾	Common Stock	611,185	$0	0	D⁽¹⁾
Series C-2 Preferred Stock	⁽²⁾	07/31/2012		C			898,808	⁽²⁾	⁽²⁾	Common Stock	898,808	$0	0	D⁽¹⁾
Common Stock Warrant (right to buy)	$4.08	07/31/2012		X			125,291	⁽³⁾	⁽³⁾	Common Stock	125,291	$0	0	D⁽¹⁾
Preferred Stock Warrant (right to buy)	$9.62	07/31/2012		X			53,787	⁽⁸⁾	⁽⁸⁾	Series C-2 Preferred Stock	53,787	$0	0	D⁽¹⁾
Series C-2 Preferred Stock	⁽⁸⁾	07/31/2012		X		53,787		⁽⁸⁾	⁽⁸⁾	Common Stock	53,787	$0	53,787	D⁽¹⁾
Series C-2 Preferred Stock	⁽⁸⁾	07/31/2012		J			51,744⁽⁹⁾	⁽²⁾	⁽²⁾	Common Stock	51,744	$10	2,043	D⁽¹⁾
Series C-2 Preferred Stock	⁽²⁾	07/31/2012		C			2,043	⁽²⁾	⁽²⁾	Common Stock	2,043	$0	0	D⁽¹⁾
Preferred Stock Warrant (right to buy)	$9.62	07/31/2012		X			53,787	⁽⁸⁾	⁽⁸⁾	Series C-2 Preferred Stock	53,787	$0	0	D⁽¹⁾
Series C-2 Preferred Stock	⁽⁸⁾	07/31/2012		X		53,787		⁽⁸⁾	⁽⁸⁾	Common Stock	53,787	$0	53,787	D⁽¹⁾
Series C-2 Preferred Stock	⁽⁸⁾	07/31/2012		J			51,744⁽⁹⁾	⁽²⁾	⁽²⁾	Common Stock	51,744	$10	2,043	D⁽¹⁾
Series C-2 Preferred Stock	⁽²⁾	07/31/2012		C			2,043	⁽²⁾	⁽²⁾	Common Stock	2,043	$0	0	D⁽¹⁾
Convertible Promissory Note	$10	07/31/2012		C			$4,018,596	⁽⁵⁾	⁽⁵⁾	Common Stock	434,096	$0	0	D⁽¹⁾
Convertible Promissory Note	$10	07/31/2012		C			$1,725,188	⁽⁶⁾	⁽⁶⁾	Common Stock	180,459	$0	0	D⁽¹⁾
Convertible Promissory Note	$10	07/31/2012		C			1,725,188	⁽⁷⁾	⁽⁷⁾	Common Stock	177,481	$0	0	D⁽¹⁾

1. Name and Address of Reporting Person^*

New Enterprise Associates 12, Limited Partnership

(Last)

(First)

(Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM

21093

(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^*

NEA Partners 12, Limited Partnership

(Last)

(First)

(Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM

21093

(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^*

NEA 12 GP, LLC

(Last)

(First)

(Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM

21093

(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 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. 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. These shares reflect the net exercise of the common stock warrant pursuant to its terms into 74,172 shares of the Issuer's common stock.

5. Notes and accrued interest in the aggregate of $4,340,965 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 $1,804,594 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 $1,774,817 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. 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.

9. These shares reflect the net exercise of the preferred stock warrant pursuant to its terms into 2,043 shares of the Issuer's Series C-2 preferred stock.

	/s/ Louis Citron, attorney-in-fact	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.