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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series B Convertible Preferred Stock Warrant (right to buy) | $ 6.375 | 06/05/2007 | X | 7,859 (4) | 05/04/2004 | (4) | Series B Convertible Preferred Stock | 7,859 | $ 0 | 0 | I | By Canaan Equity III, L.P. (2) | |||
Series B Convertible Preferred Stock Warrant (right to buy) | $ 6.375 | 06/05/2007 | X | 253 (4) | 05/04/2004 | (4) | Series B Convertible Preferred Stock | 253 | $ 0 | 0 | I | By Canaan Equity III Entrepreneurs, L.L.C. (3) | |||
Series B Convertible Preferred Stock | (5) | 06/05/2007 | X | 7,859 | 06/05/2007 | (5) | Common Stock | 7,859 | $ 0 | 906,079 | I | By Canaan Equity III, L.P. (2) | |||
Series B Convertible Preferred Stock | (5) | 06/05/2007 | X | 253 | 06/05/2007 | (5) | Common Stock | 253 | $ 0 | 33,835 | I | By Canaan Equity III Entrepreneurs, L.L.C. (3) | |||
Series B Convertible Preferred Stock | (1) | 06/05/2007 | C | 7,859 | 06/05/2007 | (1) | Common Stock | 449,110 | $ 0 | 898,220 | I | By Canaan Equity III, L.P. (2) | |||
Series B Convertible Preferred Stock | (1) | 06/05/2007 | C | 16,771 | 06/05/2007 | (1) | Common Stock | 16,771 | $ 0 | 33,542 | I | By Canaan Equity III Entrepreneurs, L.L.C. (3) | |||
Series B Convertible Preferred Stock | (1) | 06/05/2007 | C | 449,110 | 05/04/2004 | (1) | Common Stock | 449,110 | $ 0 | 449,110 | I | By Canaan Equity III, L.P. (2) | |||
Series B Convertible Preferred Stock | (1) | 06/05/2007 | C | 16,771 | 05/04/2004 | (1) | Common Stock | 16,771 | $ 0 | 16,771 | I | By Canaan Equity III Entrepreneurs, L.L.C. (3) | |||
Series B Convertible Preferred Stock | (1) | 06/05/2007 | C | 449,110 | 03/24/2005 | (1) | Common Stock | 449,110 | $ 0 | 0 | I | By Canaan Equity III, L.P. (2) | |||
Series B Convertible Preferred Stock | (1) | 06/05/2007 | C | 16,771 | 03/24/2005 | (1) | Common Stock | 16,771 | $ 0 | 0 | I | By Canaan Equity III Entrepreneurs, L.L.C. (3) | |||
Series C Convertible Preferred Stock | (1) | 06/05/2007 | C | 437,415 | 08/16/2005 | (1) | Common Stock | 437,415 | $ 0 | 437,415 | I | By Canaan Equity III, L.P. (2) | |||
Series C Convertible Preferred Stock | (1) | 06/05/2007 | C | 16,334 | 08/16/2005 | (1) | Common Stock | 16,334 | $ 0 | 16,334 | I | By Canaan Equity III Entrepreneurs, L.L.C. (3) | |||
Series C Convertible Preferred Stock | (1) | 06/05/2007 | C | 437,415 | 04/17/2006 | (1) | Common Stock | 437,415 | $ 0 | 0 | I | By Canaan Equity III, L.P. (2) | |||
Series C Convertible Preferred Stock | (1) | 06/05/2007 | C | 16,334 | 04/17/2006 | (1) | Common Stock | 16,334 | $ 0 | 0 | I | By Canaan Equity III Entrepreneurs, L.L.C. (3) | |||
Series D Convertible Preferred Stock | (1) | 06/05/2007 | C | 96,029 | 09/13/2006 | (1) | Common Stock | 98,029 | $ 0 | 98,029 | I | By Canaan Equity III, L.P. (2) | |||
Series D Convertible Preferred Stock | (1) | 06/05/2007 | C | 3,660 | 09/13/2006 | (1) | Common Stock | 3,660 | $ 0 | 3,660 | I | By Canaan Equity III Entrepreneurs, L.L.C. (3) | |||
Series D Convertible Preferred Stock | (1) | 06/05/2007 | C | 96,029 | 09/13/2006 | (1) | Common Stock | 98,029 | $ 0 | 0 | I | By Canaan Equity III, L.P. (2) | |||
Series D Convertible Preferred Stock | (1) | 06/05/2007 | C | 3,660 | 09/13/2006 | (1) | Common Stock | 3,660 | $ 0 | 0 | I | By Canaan Equity III Entrepreneurs, L.L.C. (3) | |||
Series B Convertible Preferred Stock | (1) | 06/05/2007 | S | 5,810 (6) | (1) | (1) | Series B Convertible Preferred Stock | 5,810 | $ 15 | 0 | I | By Canaan Equity III, L.P. (2) | |||
Series B Convertible Preferred Stock | (1) | 06/05/2007 | S | 217 (6) | (1) | (1) | Series B Convertible Preferred Stock | 217 | $ 15 | 0 | I | By Canaan Equity III Entrepeneurs, L.L.C. (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Bloch Stephen M C/O CANAAN PARTNERS 285 RIVERSIDE AVENUE, SUITE 250 WESTPORT, CT 06880 |
X |
/s/ Stephen Bloch | 06/07/2007 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(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). |
(1) | Each of the Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock automatically converted into Amicus Therapeutics, Inc. common stock on a one for one basis upon the closing of Amicus Therapeutics, Inc's initial public offering on June 5, 2007. |
(2) | The reporting person is a member of Canaan Equity Partners III, LLC, which is the general partner of Canaan Equity III, L.P. Voting and investment power over these shares is exercised by the managers of Canaan Equity Partners III, LLC in its role as general partner of Canaan Equity III, L.P. The reporting person disclaims beneficial ownership of these shares except to the extent of his proportionate pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the shares for purporses of Section 16 or for any other purpose. |
(3) | The reporting person is a member of Canaan Equity Partners III, LLC, which is the general partner of Canaan Equity III Entrepreneurs, LLC. Voting and investment power over these shares is exercised by the managers of Canaan Equity Partners III, LLC. in its role as general partner of Canaan Equity III Entrepreneurs, LLC. The reporting person disclaims beneficial ownership of these shares except to the extent of his proportionate pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose. |
(4) | The warrants to purchase Series B Convertible Preferred Stock were automatically net exercised for shares of Series B Preferred Stock of the Issuer upon the closing of the Issuer's initial public offering on June 5, 2007. |
(5) | Each share is convertible and will automatically convert on a one-for-one basis into the Issuer's common stock upon the closing of the Issuer's initial public offering of common stock pursuant to an effectice registration statement filed with the U.S. Securities and Exchange Commission. These shares have no expiration date. |
(6) | Represents shares of Series B Convertible Preferred Stock disposed of in connection with the net exercise of warrants. |