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 | 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) | |||||||
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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 | (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*
(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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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 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). | ||
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. |