SEC FORM 3

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

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1. Name and Address of Reporting Person^*

Highland Management Partners VII, LLC

(Last)

(First)

(Middle)

C/O HIGHLAND CAPITAL PARTNERS

ONE BROADWAY, 16TH FLOOR

(Street)

CAMBRIDGE

02142

(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)

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	2,419	I	See footnote⁽¹⁾
Common Stock	586	I	See footnote⁽²⁾
Common Stock	852	I	See footnote⁽³⁾
Common Stock	72	I	See footnote⁽⁴⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series C-1 Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	375,755	⁽⁵⁾	I	See footnote⁽¹⁾
Series C-1 Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	91,052	⁽⁵⁾	I	See footnote⁽²⁾
Series C-1 Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	132,601	⁽⁵⁾	I	See footnote⁽³⁾
Series C-1 Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	11,773	⁽⁵⁾	I	See footnote⁽⁴⁾
Series C-2 Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	425,958	⁽⁶⁾	I	See footnote⁽¹⁾
Series C-2 Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	103,218	⁽⁶⁾	I	See footnote⁽²⁾
Series C-2 Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	150,318	⁽⁶⁾	I	See footnote⁽³⁾
Series C-2 Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	13,346	⁽⁶⁾	I	See footnote⁽⁴⁾
Stock Purchase Warrant (right to buy)	⁽⁷⁾	04/01/2021	Common Stock	66,522	$4.08	I	See footnote⁽¹⁾
Stock Purchase Warrant (right to buy)	⁽⁷⁾	04/01/2021	Common Stock	16,119	$4.08	I	See footnote⁽²⁾
Stock Purchase Warrant (right to buy)	⁽⁷⁾	04/01/2021	Common Stock	23,475	$4.08	I	See footnote⁽³⁾
Stock Purchase Warrant (right to buy)	⁽⁷⁾	04/01/2021	Common Stock	2,084	$4.08	I	See footnote⁽⁴⁾
Stock Purchase Warrant (right to buy)	⁽⁸⁾	10/25/2018	Series C-2 Convertible Preferred Stock	28,557	$9.62	I	See footnote⁽¹⁾
Stock Purchase Warrant (right to buy)	⁽⁸⁾	10/25/2018	Series C-2 Convertible Preferred Stock	6,920	$9.62	I	See footnote⁽²⁾
Stock Purchase Warrant (right to buy)	⁽⁸⁾	10/25/2018	Series C-2 Convertible Preferred Stock	10,077	$9.62	I	See footnote⁽³⁾
Stock Purchase Warrant (right to buy)	⁽⁸⁾	10/25/2018	Series C-2 Convertible Preferred Stock	894	$9.62	I	See footnote⁽⁴⁾
Stock Purchase Warrant (right to buy)	⁽⁸⁾	02/07/2019	Series C-2 Convertible Preferred Stock	28,557	$9.62	I	See footnote⁽¹⁾
Stock Purchase Warrant (right to buy)	⁽⁸⁾	02/07/2019	Series C-2 Convertible Preferred Stock	6,920	$9.62	I	See footnote⁽²⁾
Stock Purchase Warrant (right to buy)	⁽⁸⁾	02/07/2019	Series C-2 Convertible Preferred Stock	10,077	$9.62	I	See footnote⁽³⁾
Stock Purchase Warrant (right to buy)	⁽⁸⁾	02/07/2019	Series C-2 Convertible Preferred Stock	894	$9.62	I	See footnote⁽⁴⁾

1. Name and Address of Reporting Person^*

Highland Management Partners VII, LLC

(Last)

(First)

(Middle)

C/O HIGHLAND CAPITAL PARTNERS

ONE BROADWAY, 16TH FLOOR

(Street)

CAMBRIDGE

02142

(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^*

HIGHLAND CAPITAL PARTNERS VII-B L P

(Last)

(First)

(Middle)

C/O HIGHLAND CAPITAL PARTNERS

ONE BROADWAY, 16TH FLOOR

(Street)

CAMBRIDGE

02142

(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^*

Highland Capital Partners VII-C LP

(Last)

(First)

(Middle)

C/O HIGHLAND CAPITAL PARTNERS

ONE BROADWAY, 16TH FLOOR

(Street)

CAMBRIDGE

02142

(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^*

Highland Entrepreneurs Fund VII Limited Partnership

(Last)

(First)

(Middle)

C/O HIGHLAND CAPITAL PARTNERS

ONE BROADWAY, 16TH FLOOR

(Street)

CAMBRIDGE

02142

(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^*

Highland Management Partners VII Limited Partnership

(Last)

(First)

(Middle)

C/O HIGHLAND CAPITAL PARTNERS

ONE BROADWAY, 16TH FLOOR

(Street)

CAMBRIDGE

02142

(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^*

Highland Capital Partners VII LP

(Last)

(First)

(Middle)

C/O HIGHLAND CAPITAL PARTNERS

ONE BROADWAY, 16TH FLOOR

(Street)

CAMBRIDGE

02142

(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 held by Highland Capital Partners VII Limited Partnership ("HCP VII"). Highland Management Partners VII, LLC is the general partner of Highland Management Partnership VII Limited Partnership, which is the general partner of HCP VII. Each of Highland Management Partners VII Limited Partnership and Highland Management Partners VII, LLC disclaims beneficial ownership of all shares held by HCP VII except to the extent of each such entity's pecuniary interest therein.

2. The securities are held by Highland Capital Partners VII-B Limited Partnership ("HCP VII-B"). Highland Management Partners VII, LLC is the general partner of Highland Management Partnership VII Limited Partnership, which is the general partner of HCP VII-B. Each of Highland Management Partners VII Limited Partnership and Highland Management Partners VII, LLC disclaims beneficial ownership of all shares held by HCP VII-B except to the extent of each such entity's pecuniary interest therein.

3. The securities are held by Highland Capital Partners VII-C Limited Partnership ("HCP VII-C"). Highland Management Partners VII, LLC is the general partner of Highland Management Partnership VII Limited Partnership, which is the general partner of HCP VII-C. Each of Highland Management Partners VII Limited Partnership and Highland Management Partners VII, LLC disclaims beneficial ownership of all shares held by HCP VII-C except to the extent of each such entity's pecuniary interest therein.

4. The securities are held by Highland Entrepreneurs' Fund VII Limited Partnership ("HEF VII"). Highland Management Partners VII, LLC is the general partner of Highland Management Partnership VII Limited Partnership, which is the general partner of HEF VII. Each of Highland Management Partners VII Limited Partnership and Highland Management Partners VII, LLC disclaims beneficial ownership of all shares held by HEF VII except to the extent of each such entity's pecuniary interest therein.

5. HCP VII is the holder of record of 375,755 shares of Series C-1 Preferred Stock, which are convertible into 375,755 shares of Common Stock. HCP VII-B is the holder of record of 91,052 shares of Series C-1 Preferred Stock, which are convertible into 91,052 shares of Common Stock. HCP VII-C is the holder of record of 132,601 shares of Series C-1 Preferred Stock, which are convertible into 132,601 shares of Common Stock. HEF VII is the holder of record of 11,773 shares of Series C-1 Preferred Stock, which are convertible into 11,773 shares of Common Stock. The Series C-1 Preferred Stock will convert into Common Stock upon the closing of the Issuer's initial public offering, and has no expiration date.

6. HCP VII is the holder of record of 425,958 shares of Series C-2 Preferred Stock, which are convertible into 425,958 shares of Common Stock. HCP VII-B is the holder of record of 103,218 shares of Series C-2 Preferred Stock, which are convertible into 103,218 shares of Common Stock. HCP VII-C is the holder of record of 150,318 shares of Series C-2 Preferred Stock, which are convertible into 150,318 shares of Common Stock. HEF VII is the holder of record of 13,346 shares of Series C-2 Preferred Stock, which are convertible into 13,346 shares of Common Stock. The Series C-2 Preferred Stock will convert into Common Stock upon the closing of the Issuer's initial public offering, and has no expiration date.

7. 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.

8. 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/ Corey Mulloy, Authorized Manager of Highland Management Partners VII, LLC	07/25/2012
	/s/ Corey Mulloy, Authorized Manager of Highland Management Partners VII, LLC, the general partner of Highland Management Partners VII Limited Partnership	07/25/2012
	/s/ Corey Mulloy, Authorized Manager of Highland Management Partners VII, LLC, the general partner of Highland Management Partners VII Limited Partnership, the general partner of Highland Capital Partners VII Limited Partnership	07/25/2012
	/s/ Corey Mulloy, Authorized Manager of Highland Management Partners VII, LLC, the general partner of Highland Management Partners VII Limited Partnership, the general partner of Highland Capital Partners VII-B Limited Partnership	07/25/2012
	/s/ Corey Mulloy, Authorized Manager of Highland Management Partners VII, LLC, the general partner of Highland Management Partners VII Limited Partnership, the general partner of Highland Capital Partners VII-C Limited Partnership	07/25/2012
	/s/ Corey Mulloy, Authorized Manager of Highland Management Partners VII, LLC, the general partner of Highland Management Partners VII Limited Partnership, the general partner of Highland Entrepreneurs' Fund VII Limited Partnership	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).
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