-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JRDUywtsCG3s/wQkkWAlOONKQuxjycOSStlZPCjjOfjJZkNUpKYdJg3EMZtnJtP9 FBHNzSqZO8SGqlr5LnUjcw== 0000932440-08-000547.txt : 20080821 0000932440-08-000547.hdr.sgml : 20080821 20080821123103 ACCESSION NUMBER: 0000932440-08-000547 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080821 DATE AS OF CHANGE: 20080821 GROUP MEMBERS: ALAIN SCHREIBER GROUP MEMBERS: JAY MOORIN GROUP MEMBERS: PROQUEST ASSOCIATES III LLC GROUP MEMBERS: PROQUEST ASSOCIATES IV LLC GROUP MEMBERS: PROQUEST INVESTMENTS IV, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ACHILLION PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001070336 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82163 FILM NUMBER: 081031698 BUSINESS ADDRESS: STREET 1: 300 GEORGE STREET CITY: NEW HAVEN STATE: CT ZIP: 06511 BUSINESS PHONE: 203-624-7000 MAIL ADDRESS: STREET 1: 300 GEORGE STREET CITY: NEW HAVEN STATE: CT ZIP: 06511 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ProQuest Investments III, L.P. CENTRAL INDEX KEY: 0001306133 IRS NUMBER: 200992411 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 90 NASSAU STREET STREET 2: 5TH FLOOR CITY: PRINCETON STATE: NJ ZIP: 08542 BUSINESS PHONE: 609-919-3567 MAIL ADDRESS: STREET 1: 90 NASSAU STREET STREET 2: 5TH FLOOR CITY: PRINCETON STATE: NJ ZIP: 08542 SC 13G 1 sc13g_1302413.htm SCHEDULE 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 13G

 

UNDER THE SECURITIES EXCHANGE ACT OF 19341

 

Achillion Pharmaceuticals, Inc.

(Name of Issuer)

 

Common Stock, $.001 par value

(Title of Class of Securities)

 

00448Q201

(CUSIP Number)

 

August 12, 2008

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

o Rule 13d-1(b)

x Rule 13d-1(c)

o Rule 13d-1(d)

 

_______________

 

1    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 the disclosures provided in a prior cover page.

 

The information required in 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 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. 00448Q201

13G

Page 2 of 13 Pages

 

1.

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

ProQuest Investments III, L.P.                                                             20-0992411

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**

(a) o

(b) x

3.

SEC USE ONLY

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

5.

SOLE VOTING POWER

-0-

6.

SHARED VOTING POWER

1,806,442*

7.

SOLE DISPOSITIVE POWER

-0-

8.

SHARED DISPOSITIVE POWER

1,806,442*

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,806,442*

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES

CERTAIN SHARES**                                                                                                                               o

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

6.6%

12.

TYPE OF REPORTING PERSON**

PN

 

** SEE INSTRUCTIONS BEFORE FILLING OUT

 

*Consists of 1,075,769 shares of Common Stock, 268,942 shares subject to currently exercisable warrants, and units subject to warrants (the “Unit Warrants”) consisting of 369,385 shares of Common Stock and warrants to purchase 92,346 shares of Common Stock. The Unit Warrants will become exercisable on February 12, 2009 through August 12, 2009, and the underlying warrants that may be acquired upon exercise of the Unit Warrants, if so acquired, will be immediately exercisable. Pursuant to a Securities Purchase Agreement, the Reporting Persons are not permitted to exercise any warrant or Unit Warrant, if, upon such exercise, the number of shares of Common Stock beneficially owned by the Reporting Person would exceed 19.99% of the number of shares of Common Stock then issued and outstanding, unless and until such limitation is no longer required by applicable NASDAQ Marketplace Rules.

 


CUSIP No. 00448Q201

13G

Page 3 of 13 Pages

 

1.

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

ProQuest Associates III LLC                                      20-0992451

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**

(a) o

(b) x

3.

SEC USE ONLY

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

5.

SOLE VOTING POWER

-0-

6.

SHARED VOTING POWER

1,806,442*

7.

SOLE DISPOSITIVE POWER

-0-

8.

SHARED DISPOSITIVE POWER

1,806,442*

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,806,442*

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES

CERTAIN SHARES**                                                                                                                               o

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

6.6%

12.

TYPE OF REPORTING PERSON**

OO

 

** SEE INSTRUCTIONS BEFORE FILLING OUT

 

*Consists of 1,075,769 shares of Common Stock, 268,942 shares subject to currently exercisable warrants, and Unit Warrants consisting of 369,385 shares of Common Stock and warrants to purchase 92,346 shares of Common Stock. The Unit Warrants will become exercisable on February 12, 2009 through August 12, 2009, and the underlying warrants that may be acquired upon exercise of the Unit Warrants, if so acquired, will be immediately exercisable. Pursuant to a Securities Purchase Agreement, the Reporting Persons are not permitted to exercise any warrant or Unit Warrant, if, upon such exercise, the number of shares of Common Stock beneficially owned by the Reporting Person would exceed 19.99% of the number of shares of Common Stock then issued and outstanding, unless and until such limitation is no longer required by applicable NASDAQ Marketplace Rules.

 


CUSIP No. 00448Q201

13G

Page 4 of 13 Pages

 

1.

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

ProQuest Associates IV, L.P.                                       20-5935001

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**

(a) o

(b) x

3.

SEC USE ONLY

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

5.

SOLE VOTING POWER

-0-

6.

SHARED VOTING POWER

3,612,886*

7.

SOLE DISPOSITIVE POWER

-0-

8.

SHARED DISPOSITIVE POWER

3,612,886*

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,612,886*

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES

CERTAIN SHARES**                                                                                                                               o

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

12.9%

12.

TYPE OF REPORTING PERSON**

PN

 

** SEE INSTRUCTIONS BEFORE FILLING OUT

 

*Consists of 2,151,537 shares of Common Stock, 537,885 shares subject to currently exercisable warrants, and Unit Warrants consisting of 738,771 shares of Common Stock and warrants to purchase 184,693 shares of Common Stock. The Unit Warrants will become exercisable on February 12, 2009 through August 12, 2009, and the underlying warrants that may be acquired upon exercise of the Unit Warrants, if so acquired, will be immediately exercisable. Pursuant to a Securities Purchase Agreement, the Reporting Persons are not permitted to exercise any warrant or Unit Warrant, if, upon such exercise, the number of shares of Common Stock beneficially owned by the Reporting Person would exceed 19.99% of the number of shares of Common Stock then issued and outstanding, unless and until such limitation is no longer required by applicable NASDAQ Marketplace Rules.

 


CUSIP No. 00448Q201

13G

Page 5 of 13 Pages

 

1.

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

ProQuest Associates IV LLC                                        20-5934968

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**

(a) o

(b) x

3.

SEC USE ONLY

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

5.

SOLE VOTING POWER

-0-

6.

SHARED VOTING POWER

3,612,886*

7.

SOLE DISPOSITIVE POWER

-0-

8.

SHARED DISPOSITIVE POWER

3,612,886*

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,612,886*

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES

CERTAIN SHARES**                                                     o

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

12.9%

12.

TYPE OF REPORTING PERSON**

OO

 

** SEE INSTRUCTIONS BEFORE FILLING OUT

 

*Consists of 2,151,537 shares of Common Stock, 537,885 shares subject to currently exercisable warrants, and Unit Warrants consisting of 738,771 shares of Common Stock and warrants to purchase 184,693 shares of Common Stock. The Unit Warrants will become exercisable on February 12, 2009 through August 12, 2009, and the underlying warrants that may be acquired upon exercise of the Unit Warrants, if so acquired, will be immediately exercisable. Pursuant to a Securities Purchase Agreement, the Reporting Persons are not permitted to exercise any warrant or Unit Warrant, if, upon such exercise, the number of shares of Common Stock beneficially owned by the Reporting Person would exceed 19.99% of the number of shares of Common Stock then issued and outstanding, unless and until such limitation is no longer required by applicable NASDAQ Marketplace Rules.

 


CUSIP No. 00448Q201

13G

Page 6 of 13 Pages

 

1.

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Jay Moorin

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**

(a) o

(b) x

3.

SEC USE ONLY

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

5.

SOLE VOTING POWER

-0-

6.

SHARED VOTING POWER

5,419,328*

7.

SOLE DISPOSITIVE POWER

-0-

8.

SHARED DISPOSITIVE POWER

5,419,328*

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,419,328*

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES

CERTAIN SHARES**                                                                                                                               o

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

19.0%

12.

TYPE OF REPORTING PERSON**

IN

 

** SEE INSTRUCTIONS BEFORE FILLING OUT

 

*Consists of 3,227,306 shares of Common Stock, 806,827 shares subject to currently exercisable warrants, and Unit Warrants consisting of 1,108,156 shares of Common Stock and warrants to purchase 277,039 shares of Common Stock. The Unit Warrants will become exercisable on February 12, 2009 through August 12, 2009, and the underlying warrants that may be acquired upon exercise of the Unit Warrants, if so acquired, will be immediately exercisable. Pursuant to a Securities Purchase Agreement, the Reporting Persons are not permitted to exercise any warrant or Unit Warrant, if, upon such exercise, the number of shares of Common Stock beneficially owned by the Reporting Person would exceed 19.99% of the number of shares of Common Stock then issued and outstanding, unless and until such limitation is no longer required by applicable NASDAQ Marketplace Rules.

 


CUSIP No. 00448Q201

13G

Page 7 of 13 Pages

 

1.

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Alain Schreiber

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**

(a) o

(b) x

3.

SEC USE ONLY

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

5.

SOLE VOTING POWER

-0-

6.

SHARED VOTING POWER

5,419,328*

7.

SOLE DISPOSITIVE POWER

-0-

8.

SHARED DISPOSITIVE POWER

5,419,328*

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,419,328*

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES

CERTAIN SHARES**                                                                                                                               o

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

19.0%

12.

TYPE OF REPORTING PERSON**

IN

 

** SEE INSTRUCTIONS BEFORE FILLING OUT

 

*Consists of 3,227,306 shares of Common Stock, 806,827 shares subject to currently exercisable warrants, and Unit Warrants consisting of 1,108,156 shares of Common Stock and warrants to purchase 277,039 shares of Common Stock. The Unit Warrants will become exercisable on February 12, 2009 through August 12, 2009, and the underlying warrants that may be acquired upon exercise of the Unit Warrants, if so acquired, will be immediately exercisable. Pursuant to a Securities Purchase Agreement, the Reporting Persons are not permitted to exercise any warrant or Unit Warrant, if, upon such exercise, the number of shares of Common Stock beneficially owned by the Reporting Person would exceed 19.99% of the number of shares of Common Stock then issued and outstanding, unless and until such limitation is no longer required by applicable NASDAQ Marketplace Rules.

 


CUSIP No. 00448Q201

13G

Page 8 of 13 Pages

 

Item 1(a).

Name of Issuer.

Achillion Pharmaceuticals, Inc. (the “Company”).

Item 1(b).

Address of Issuer’s Principal Executive Offices.

The Company’s principal executive offices are located at 300 George Street, New Haven, CT 06511.

Items 2(a).

Name of Person Filing.

This statement is filed on behalf of the following persons with respect to shares of common stock of the Company, warrants to purchase shares of common stock of the Company, shares of common stock of the Company subject to warrants (the “Unit Warrants”) that will become exercisable on Feb. [6], 2009 through August [6], 2009 and shares of common stock of the Company subject to warrants that may be acquired upon exercise of the Unit Warrants and that, if so acquired, will be immediately exercisable (collectively, the “Shares”) in connection with a private placement of the Company’s securities:

(i)        ProQuest Investments III, L.P., a Delaware limited partnership (“Investments III”), with respect to Shares beneficially owned by it;

(ii)       ProQuest Associates III LLC, a Delaware limited liability company (“Associates III”), as General Partner of Investments III with respect to Shares beneficially owned by Investments III;

(iii)      ProQuest Investments IV, L.P., a Delaware limited partnership (“Investments IV”), with respect to Shares beneficially owned by it;

(iv)      ProQuest Associates IV LLC, a Delaware limited liability company (“Associates IV”), as General Partner of Investments IV with respect to Shares beneficially owned by Investments IV;

(v)       Jay Moorin, an individual and a member of Associates III and Associates IV (“Moorin”), with respect to Shares beneficially owned by Associates III and Associates IV; and

(vi)      Alain Schreiber, an individual and a member of Associates III and Associates IV (“Schreiber”), with respect to Shares beneficially owned by Associates III and Associates IV.

The foregoing persons are hereinafter are referred to collectively as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

Item 2(b).

Address of Principal Business Office or, if None, Residence.

The address of the principal business office of each of the Reporting Persons is 90 Nassau Street, 5th Floor, Princeton, NJ 08542.

 


CUSIP No. 00448Q201

13G

Page 9 of 13 Pages

 

Item 2(c).

Citizenship.

Mr. Moorin is a United States citizen. Mr. Schreiber is a United States resident alien. Investments III and Investors IV are Delaware limited partnerships organized under the laws of the State of Delaware. Associates III and Associates IV are Delaware limited liability companies organized under the laws of the State of Delaware.

Item 2(d).

Title of Class of Securities.

Common stock, par value $0.001 per share.

Item 2(e).

CUSIP Number.

 

00448Q201

 

Item 3.

Name of Person Filing.

If this statement is filed pursuant to Rules 13d-1(b) or 13d- 2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under Section 15 of the Act,

(b)

o

Bank as defined in Section 3(a)(6) of the Act,

(c)

o

Insurance Company as defined in Section 3(a)(19) of the Act,

(d)

o

Investment Company registered under Section 8 of the Investment Company Act of 1940,

(e)

o

Investment Adviser in accordance with Rule 13d-1 (b)(1)(ii)(E),

(f)

o

Employee Benefit Plan or Endowment Fund in accordance with 13d-1 (b)(1)(ii)(F),

(g)

o

Parent Holding Company or control person in accordance with Rule 13d-1 (b)(1)(ii)(G),

(h)

o

Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,

(i)

o

Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,

(j)

o

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4.

Ownership.

The percentages used herein are calculated based upon 26,376,078 shares issued and outstanding as of August 13, 2008 as reported in the Company’s Form 10-Q dated August 14,

 


CUSIP No. 00448Q201

13G

Page 10 of 13 Pages

 

2008. As of the close of business on August 13, 2008, the Reporting Persons beneficially owned shares of the Company’s common stock in the amounts and percentages listed below:

 

A.

ProQuest Investments III, L.P.

 

(a)

Amount beneficially owned: 1,806,442

 

(b)

Percent of class: 6.6%

 

(c)

(i)

Sole power to vote or direct the vote: -0-

 

(ii)

Shared power to vote or direct the vote: 1,806,442

 

(iii)

Sole power to dispose or direct the disposition: -0-

 

(iv)

Shared power to dispose or direct the disposition: 1,806,442

B.

ProQuest Associates III LLC

 

(a)

Amount beneficially owned: 1,806,442

 

(b)

Percent of class: 6.6%

 

(c)

(i)

Sole power to vote or direct the vote: -0-

 

(ii)

Shared power to vote or direct the vote: 1,806,442

 

(iii)

Sole power to dispose or direct the disposition: -0-

 

(iv)

Shared power to dispose or direct the disposition: 1,806,442

C.

ProQuest Investments IV, L.P.

 

(a)

Amount beneficially owned: 3,612,886

 

(b)

Percent of class: 12.9%

 

(c)

(i)

Sole power to vote or direct the vote: -0-

 

(ii)

Shared power to vote or direct the vote: 3,612,886

 

(iii)

Sole power to dispose or direct the disposition: -0-

 

(iv)

Shared power to dispose or direct the disposition: 3,612,886

D.

ProQuest Associates IV LLC

 

(a)

Amount beneficially owned: 3,612,886

 

(b)

Percent of class: 12.9%

 

(c)

(i)

Sole power to vote or direct the vote: -0-

 

(ii)

Shared power to vote or direct the vote: 3,612,886

 

(iii)

Sole power to dispose or direct the disposition: -0-

 

(iv)

Shared power to dispose or direct the disposition: 3,612,886

 

 


CUSIP No. 00448Q201

13G

Page 11 of 13 Pages

 

 

E.

Jay Moorin

(a)

Amount beneficially owned: 5,419,328

(b)

Percent of class: 19.0%

(c)

(i)

Sole power to vote or direct the vote: -0-

(ii)

Shared power to vote or direct the vote: 5,419,328

 

(iii)

Sole power to dispose or direct the disposition: -0-

 

(iv)

Shared power to dispose or direct the disposition: 5,419,328

F.

Alain Schreiber

 

(a)

Amount beneficially owned: 5,419,328

 

(b)

Percent of class: 19.0%

 

(c)

(i)

Sole power to vote or direct the vote: -0-

 

(ii)

Shared power to vote or direct the vote: 5,419,328

 

(iii)

Sole power to dispose or direct the disposition: -0-

 

(iv)

Shared power to dispose or direct the disposition: 5,419,328

 

Pursuant to a Securities Purchase Agreement, the Reporting Persons are not permitted to exercise any warrant or Unit Warrant, if, upon such exercise, the number of shares of Common Stock beneficially owned by the Reporting Person would exceed 19.99% of the number of shares of Common Stock then issued and outstanding, unless and until such limitation is no longer required by applicable NASDAQ Marketplace Rules.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following.   o

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

To the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, a number of the Shares which represents more than five percent of the number of outstanding shares of the Shares.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not Applicable.


CUSIP No. 00448Q201

13G

Page 12 of 13 Pages



Item 8.

Identification and Classification of Members of the Group.

Not Applicable.

Item 9.

Notice of Dissolution of Group.

Not Applicable.

 

 

Item 10.

Certifications.

Each of the Reporting Persons hereby makes the following certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 


CUSIP No. 00448Q201

13G

Page 13 of 13 Pages

 

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.

 

DATED: August 20, 2008

 

 

 

 

/s/ Pasquale DeAngelis

 

 

Pasquale DeAngelis, as a member of ProQuest Associates III LLC and ProQuest Associates IV LLC and on behalf of ProQuest Investments III, L.P. and ProQuest Investments IV, L.P.

 

 

 

 

 

 

 

 

*

 

 

Jay Moorin, individually

 

 

 

 

 

 

 

 

*

 

 

Alain Schreiber, individually

 

 

*By:

/s/ Pasquale DeAngelis

 

 

Pasquale DeAngelis, Attorney-in-Fact

 

 

 

 

Index Exhibit

SCHEDULE 13G

 

Exhibit Number

Exhibit Description

24.1

Power of Attorney

99.1

Joint Filing Agreement

 

 

 

EX-24 2 ex24-1_1302523.htm EXHIBIT 24.1

EXHIBIT 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned hereby constitutes and appoints, as of the date hereof, Pasquale DeAngelis, his or her true and lawful attorney-in-fact with full power of substitution, resubstitution and revocation, for the undersigned and in the undersigned's name, place and stead, in any and all capacities, including, but not limited to, the undersigned's individual capacity, to execute all agreements, certificates, forms, instruments, or other documents, and to take any action, necessary to file beneficial ownership reports on Schedules 13D and 13G and Forms 3, 4 and 5 (including any amendments thereto, and including any beneficial ownership reports which may in the future be required by the Securities and Exchange Commission to be filed provided that the purpose and form of such reports is substantially similar to Schedules 13D or 13G or Form 3, 4 or 5) under the Securities Exchange Act of 1934 with the Securities and Exchange Commission or any stock exchange or similar authority, in connection with any equity investments in Achillion Pharmaceuticals, Inc. by each of the undersigned in his or her individual capacity.

 

In connection with the appointment of such attorney-in-fact, each of the undersigned hereby grants unto said attorney-in-fact full power and authority to do and perform each and every act and thing which, in the opinion of such attorney-in-fact, may be requisite, necessary, proper or of benefit to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, thereby ratifying and confirming all that said attorney-in-fact (or attorney-in-fact's substitute or substitutes), may lawfully do or cause to be done by virtue hereof, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his own discretion. Each of the undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigneds’ responsibilities to comply with Section 13 or Section 16 of the Securities Exchange Act of 1934.

 

This Power of Attorney shall remain in full force and effect until each of the undersigned is no longer required to file Forms 3, 4 and 5 or Schedules 13D or 13G with respect to the undersigned’s holdings of, and transactions in, securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

 

 

Dated: August 20, 2008

 

 

 

 

 

 

/s/ Jay Moorin

 

 

 

Jay Moorin

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/ Alain Schreiber

 

 

 

Alain Schreiber

 

 

 

EX-99.1 3 ex99-1_1302521.htm EXHIBIT 99.1

EXHIBIT 99.1

JOINT FILING AGREEMENT

In accordance with Rule 16a-3(j) and Rule 13d-1(k)(1) and under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of Forms 3, 4, 5 and Schedules 13D and 13G (including any and all amendments thereto) with respect to the Common Stock, par value $0.00l per share, of Achillion Pharmaceuticals, Inc., and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Forms 3, 4, 5 and Schedules 13D and l3G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided that no party is responsible for the completeness or accuracy of the information concerning any other filing party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute one agreement.

In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement this 20th day of August, 2008.

 

 

 

PROQUEST ASSOCIATES III LLC

 


/s/ Pasquale DeAngelis

 

 

Name:

Pasquale DeAngelis

 

 

Its:

Member

 

 

 

 

 

 

 

 

PROQUEST INVESTMENTS III, L.P.

 

 

 

 

 

By:

ProQuest Associates III LLC

 

 

Its:

General Partner

 

 

 

 

 

PROQUEST ASSOCIATES III LLC

 

 

 

/s/ Pasquale DeAngelis

 

 

Name:

Pasquale DeAngelis

 

 

Its:

Member

 

 

 

 

 

 

 

 


 

 

PROQUEST ASSOCIATES IV LLC

 

/s/ Pasquale DeAngelis

 

 

Name:

Pasquale DeAngelis

 

 

Its:

Member

 

 

 

 

 

 

 

 

 

 

 

PROQUEST INVESTMENTS IV, L.P.

 

 

 

 

 

By:

ProQuest Associates IV LLC

 

 

Its:

General Partner

 

 

 

 

 

PROQUEST ASSOCIATES IV LLC

 

 

 

/s/ Pasquale DeAngelis

 

 

Name:

Pasquale DeAngelis

 

 

Its:

Member

 

 

 


*

 

 

Jay Moorin

 

 

 

 


*

 

 

Alain Schreiber

 

 

 

 

 

*By:

/s/ Pasquale DeAngelis

 

 

Pasquale DeAngelis

 

 

Attorney-in-Fact
Power of Attorney filed with the Schedule 13G with which this Joint Filing Agreement is filed as an exhibit

 

 

 

2

 

 

 

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