0001193125-13-296890.txt : 20130722 0001193125-13-296890.hdr.sgml : 20130722 20130722122055 ACCESSION NUMBER: 0001193125-13-296890 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130722 DATE AS OF CHANGE: 20130722 GROUP MEMBERS: BAY CITY CAPITAL FUND V CO-INVESTMENT FUND, L.P. GROUP MEMBERS: BAY CITY CAPITAL FUND V, L.P. GROUP MEMBERS: BAY CITY CAPITAL MANAGEMENT V LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HYPERION THERAPEUTICS INC CENTRAL INDEX KEY: 0001386858 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 611512713 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86934 FILM NUMBER: 13978763 BUSINESS ADDRESS: STREET 1: 601 GATEWAY BLVD. STREET 2: SUITE 200 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 650-745-7802 MAIL ADDRESS: STREET 1: 601 GATEWAY BLVD. STREET 2: SUITE 200 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BAY CITY CAPITAL LLC CENTRAL INDEX KEY: 0001288452 IRS NUMBER: 943272448 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 750 BATTERY STREET STE 400 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415.676.3830 MAIL ADDRESS: STREET 1: 750 BATTERY STREET STE 400 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 FORMER COMPANY: FORMER CONFORMED NAME: BAY CITY CAPITAL FUND LLC DATE OF NAME CHANGE: 20040423 SC 13D/A 1 d571323dsc13da.htm AMENDMENT NO. 1 TO SCHEDULE 13D Amendment No. 1 to Schedule 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

Hyperion Therapeutics, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

44915N 101

(CUSIP Number)

Judy Koh

Chief Financial Officer

Bay City Capital LLC

750 Battery Street, Suite 400

San Francisco, CA 94111

(415) 676-3830

with a copy to:

David Sikes, Esq.

Jones Day

555 California Street, 26th Floor

San Francisco, CA 94104

(415) 626-3939

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 17, 2013 - July 22, 2013

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240. 13d-7 for other parties to whom copies are to be sent.

 

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 44915N 101   13D  

 

  1.   

NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Bay City Capital LLC

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a)  x        (b)  ¨

 

  3.  

SEC USE ONLY

 

  4.  

SOURCE OF FUNDS (see instructions)

 

AF

  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨

 

  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7.    

SOLE VOTING POWER

 

2,115,656

     8.   

SHARED VOTING POWER

 

0

     9.   

SOLE DISPOSITIVE POWER

 

2,115,656

   10.   

SHARED DISPOSITIVE POWER

 

0

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,115,656

12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)  ¨

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.56%

14.  

TYPE OF REPORTING PERSON (see instructions)

 

OO

 


CUSIP No. 44915N 101   13D  

 

  1.   

NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Bay City Capital Fund V Co-Investment Fund, L.P.

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a)  x        (b)  ¨

 

  3.  

SEC USE ONLY

 

  4.  

SOURCE OF FUNDS (see instructions)

 

WC

  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨

 

  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7.    

SOLE VOTING POWER

 

0

     8.   

SHARED VOTING POWER

 

2,115,656

     9.   

SOLE DISPOSITIVE POWER

 

0

   10.   

SHARED DISPOSITIVE POWER

 

2,115,656

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,115,656

12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)  ¨

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.56%

14.  

TYPE OF REPORTING PERSON (see instructions)

 

PN

 


CUSIP No. 44915N 101   13D  

 

  1.   

NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Bay City Capital Management V LLC

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a)  x        (b)  ¨

 

  3.  

SEC USE ONLY

 

  4.  

SOURCE OF FUNDS (see instructions)

 

AF

  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨

 

  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7.    

SOLE VOTING POWER

 

2,115,656

     8.   

SHARED VOTING POWER

 

0

     9.   

SOLE DISPOSITIVE POWER

 

2,115,656

   10.   

SHARED DISPOSITIVE POWER

 

0

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,115,656

12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)  ¨

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.56%

14.  

TYPE OF REPORTING PERSON (see instructions)

 

OO

 


CUSIP No. 44915N 101   13D  

 

  1.   

NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Bay City Capital Fund V, L.P.

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a)  x        (b)  ¨

 

  3.  

SEC USE ONLY

 

  4.  

SOURCE OF FUNDS (see instructions)

 

WC

  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨

 

  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7.    

SOLE VOTING POWER

 

0

     8.   

SHARED VOTING POWER

 

2,115,656

     9.   

SOLE DISPOSITIVE POWER

 

0

   10.   

SHARED DISPOSITIVE POWER

 

2,115,656

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,115,656

12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)  ¨

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.56%

14.  

TYPE OF REPORTING PERSON (see instructions)

 

PN

 


Bay City Capital LLC, a Delaware limited liability company (“BCC”), hereby files this Amendment No. 1 (the “Amendment”) to its Statement on Schedule 13D filed on August 2, 2012 (the “Statement”) on behalf of the Reporting Persons identified in Item 2 of the Statement pursuant to the Agreement With Respect To Schedule 13D attached to the Statement as Exhibit 7.1. This Amendment is being filed to reflect changes to the Reporting Persons’ ownership of the Issuer as a result of sales of the Issuer’s common stock by the Reporting Persons, as previously reported on the Reporting Persons’ Forms 4.

BCC is the manager of Bay City Capital Management V LLC (“Management V”), which is the general partner of Bay City Capital Fund V, L.P., a Delaware limited partnership (“Fund V”), and Bay City Capital Fund V Co-Investment Fund, L.P., a Delaware limited partnership (“Co-Investment V”). BCC is also an advisor to Fund V and Co-Investment V.

Item 5 of the Statement is hereby amended to the extent hereinafter expressly set forth. All capitalized terms used and not expressly defined herein have the respective meanings ascribed to such terms in the Statement.

Item 5. Interest in Securities of the Issuer.

 

Reporting Person

   Shares  Held
Directly
     Sole
Voting  Power
     Shared
Voting  Power
     Sole
Dispositive
Power
     Shared
Dispositive
Power
     Beneficial
Ownership(1)
     Percentage
Of
Class(2)
 

Fund V

     2,076,096         0         2,115,656         0         2,115,656         2,115,656         10.56

Co-Investment V

     39,560         0         2,115,656         0         2,115,656         2,115,656         10.56

Management V(3)

     0         2,115,656         0         2,115,656         0         2,115,656         10.56

BCC(4)

     0         2,115,656         0         2,115,656         0         2,115,656         10.56

 

(1) Fund V and Co-Investment V constitute a “group” under Section 13(d) of the Exchange Act and consequently are deemed to have beneficial ownership of all shares held by members of the group.
(2) This percentage is calculated based upon 20,040,022 shares of the Issuer’s common stock outstanding as of May 1, 2013 as computed in accordance with Rule 13d-3(d)(1)(i) promulgated under the Securities Exchange Act of 1934.
(3) Management V holds no shares of common stock directly. Management V is deemed to have beneficial ownership of common stock owned by Fund V and Co-Investment V due to its role as general partner of such funds. Investment and voting decisions by Management V are exercised by BCC as manager.
(4) BCC holds no shares of common stock directly. Due to its role as manager of Management V, BCC is deemed to have beneficial ownership of common stock deemed to be beneficially owned by Management V.

The information required by Item 5 with respect to persons with whom voting or dispositive power is shared is set forth in Items 2 and 3.

To the best knowledge of the Reporting Persons, no person described in this Item 5 has effected any transaction in the common stock of the Issuer during the past 60 days other than as described in Item 3.

To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the common stock of the Issuer.

Item 7. Material to Be Filed as Exhibits.

Agreement regarding filing of joint Schedule 13D (incorporated by reference to Exhibit 7.1 to the Statement).


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: July 22, 2013

 

/s/ Fred Craves

Fred Craves, Managing Director

Bay City Capital LLC

for itself, for and on behalf of Bay City Capital Management V LLC in its capacity as manager thereof, and for and on behalf of Bay City Capital Fund V, L.P. and Bay City Capital Fund V Co-Investment Fund, L.P. in its capacity as manager of Bay City Capital Management V LLC, the general partner of Bay City Capital Fund V, L.P. and Bay City Capital Fund V Co-Investment Fund, L.P.


EXHIBIT INDEX

 

Exhibit No.

  

Description

  

Page

7.1    Joint Filing Agreement (incorporated by reference to Exhibit 7.1 to the Statement)