SEC Form 3
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
OMB APPROVAL
OMB Number: 3235-0104
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
HEALY JAMES

(Last) (First) (Middle)
C/O SOFINNOVA VENTURES
2800 SAND HILL ROAD, SUITE 150

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/25/2012
3. Issuer Name and Ticker or Trading Symbol
HYPERION THERAPEUTICS INC [ HPTX ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
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 I See footnote (2)
Common Stock 11,855 (8) D (7)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 (4) (4) Common Stock 611,185 (4) I See footnote (2)
Series C-2 Preferred Stock (4) (4) Common Stock 898,808 (4) I See footnote (2)
Common Stock Warrant (right to buy) (1) 04/01/2021 Common Stock 125,291 4.08 I See footnote (2)
Preferred Stock Warrant (right to buy) (3) 10/25/2018 Series C-2 Convertible Preferred Stock 53,787 9.62 I See footnote (2)
Preferred Stock Warrant (right to buy) (3) 02/07/2019 Series C-2 Convertible Preferred Stock 53,787 9.62 I See footnote (2)
Stock Option (right to buy) (5) 04/15/2022 Common Stock 4,105 7.31 D (6)
1. Name and Address of Reporting Person*
HEALY JAMES

(Last) (First) (Middle)
C/O SOFINNOVA VENTURES
2800 SAND HILL ROAD, SUITE 150

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
POWELL MICHAEL

(Last) (First) (Middle)
C/O SOFINNOVA VENTURES
2800 SAND HILL ROAD, SUITE 150

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Buatois Eric

(Last) (First) (Middle)
C/O SOFINNOVA VENTURES
2800 SAND HILL ROAD, SUITE 150

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SOFINNOVA VENTURE PARTNERS VII L P

(Last) (First) (Middle)
C/O SOFINNOVA VENTURES
2800 SAND HILL ROAD, SUITE 150

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Sofinnova Management VII, L.L.C.

(Last) (First) (Middle)
C/O SOFINNOVA VENTURES
2800 SAND HILL ROAD, SUITE 150

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
Explanation of Responses:
1. 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.
2. The securities are owned directly by Sofinnova Venture Partners VII, L.P. ("SV VII"). Sofinnova Management VII, L.L.C. ("SV VII LLC"), the general partner of SV VII, and James Healy, a director of the Issuer, Michael Powell, and Eric Buatois, the managing members of SV VII LLC, may be deemed to have shared voting and dispositive power over the shares owned by SV VII. Such persons and entities disclaim beneficial ownership over the shares owned by SV VII except to the extent of any pecuniary interest therein.
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 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.
4. 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.
5. This option is subject to an early exercise provision and is immediately exercisable in full. The shares underlying the option began vesting on April 7, 2012, at a rate of 1/48th per month.
6. This option is owned directly by Mr. Healy.
7. The shares are owned directly by Mr. Healy.
8. The common stock was issued on March 8, 2012 upon the early exercise of an option that was immediately exercisable in full upon grant. One quarter of the shares vested on April 15, 2012, and the remainder of the shares vest at a rate of 1/36th per month thereafter. All exercised but unvested shares are subject to a repurchase right by the Issuer.
/s/ Nathalie Auber, Attorney-in-Fact for James Healy 07/25/2012
/s/ Nathalie Auber, Attorney-in-Fact for Eric Buatois 07/25/2012
/s/ Nathalie Auber, Attorney-in-Fact for Michael Powell 07/25/2012
/s/ Nathalie Auber, Attorney-in-Fact for Sofinnova Venture Partners VII, L.P. 07/25/2012
/s/ Nathalie Auber, Attorney-in-Fact for Sofinnova Management VII, L.L.C. 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.