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Filing Details

Accession Number:: 0001181431-12-043353
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-08-02 19:57:53
Reporting Period:: 2012-07-31

Filing Date:: 2012-08-02
Accepted Time:: 2012-08-02 19:57:53
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1386858	Hyperion Therapeutics Inc	HPTX	Pharmaceutical Preparations (2834)	611512713

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1202793	Michael Powell	C/O Sofinnova Ventures 2800 Sand Hill Road, Suite 150 Menlo Park CA 94025	No	No	Yes	No
1245624	James Healy	C/O Sofinnova Ventures 2800 Sand Hill Road, Suite 150 Menlo Park CA 94025	Yes	No	Yes	No
1362314	Eric Buatois	C/O Sofinnova Ventures 2800 Sand Hill Road, Suite 150 Menlo Park CA 94025	No	No	Yes	No
1380734	P L Vii Partners Venture Sofinnova	C/O Sofinnova Ventures 2800 Sand Hill Road, Suite 150 Menlo Park CA 94025	No	No	Yes	No
1421501	Sofinnova Management Vii, L.l.c.	C/O Sofinnova Ventures 2800 Sand Hill Road, Suite 150 Menlo Park CA 94025	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2012-07-31	611,185	$0.00	615,119	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2012-07-31	898,808	$0.00	1,513,927	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2012-07-31	125,291	$0.00	1,639,218	No	4	X	Indirect	See footnote
Common Stock	Disposition	2012-07-31	51,119	$0.00	1,588,099	No	4	J	Indirect	See footnote
Common Stock	Acquisiton	2012-07-31	2,043	$0.00	1,590,142	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2012-07-31	2,043	$0.00	1,592,185	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2012-07-31	434,096	$0.00	2,026,281	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2012-07-31	180,459	$0.00	2,206,740	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2012-07-31	177,481	$0.00	2,384,221	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2012-07-31	563,000	$10.00	2,947,221	No	4	P	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See footnote
No	4	C	Indirect	See footnote
No	4	X	Indirect	See footnote
No	4	J	Indirect	See footnote
No	4	C	Indirect	See footnote
No	4	C	Indirect	See footnote
No	4	C	Indirect	See footnote
No	4	C	Indirect	See footnote
No	4	C	Indirect	See footnote
No	4	P	Indirect	See footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series C-1 Preferred Stock	Disposition	2012-07-31	611,185	$0.00	611,185	$0.00
Common Stock	Series C-2 Preferred Stock	Disposition	2012-07-31	898,808	$0.00	898,808	$0.00
Common Stock	Common Stock Warrant (right to buy)	Disposition	2012-07-31	125,291	$0.00	125,291	$4.08
Series C-2 Preferred Stock	Preferred Stock Warrant (right to buy)	Disposition	2012-07-31	53,787	$0.00	53,787	$9.62
Common Stock	Series C-2 Preferred Stock	Acquisiton	2012-07-31	53,787	$0.00	53,787	$0.00
Common Stock	Series C-2 Preferred Stock	Disposition	2012-07-31	51,744	$10.00	51,744	$0.00
Common Stock	Series C-2 Preferred Stock	Disposition	2012-07-31	2,043	$0.00	2,043	$0.00
Series C-2 Preferred Stock	Preferred Stock Warrant (right to buy)	Disposition	2012-07-31	53,787	$0.00	53,787	$9.62
Common Stock	Series C-2 Preferred Stock	Acquisiton	2012-07-31	53,787	$0.00	53,787	$0.00
Common Stock	Series C-2 Preferred Stock	Disposition	2012-07-31	51,744	$10.00	51,744	$0.00
Common Stock	Series C-2 Preferred Stock	Disposition	2012-07-31	2,043	$0.00	2,043	$0.00
Common Stock	Convertible Promissory Note	Disposition	2012-07-31	0	$0.00	434,096	$10.00
Common Stock	Convertible Promissory Note	Disposition	2012-07-31	0	$0.00	180,459	$10.00
Common Stock	Convertible Promissory Note	Disposition	2012-07-31	0	$0.00	177,481	$10.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	X	Indirect
0	No	4	X	Indirect
53,787	No	4	X	Indirect
2,043	No	4	J	Indirect
0	No	4	C	Indirect
0	No	4	X	Indirect
53,787	No	4	X	Indirect
2,043	No	4	J	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	3,934	Indirect	See footnote
Common Stock	11,855	Direct

Footnotes

Immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of convertible preferred stock automatically converted into one share of common stock. The convertible preferred stock had no expiration date.
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.
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.
The shares are owned directly by Mr. Healy.
Immediately prior to the closing of the Issuer's initial public offering, the warrants automatically net exercised by their terms, which allowed the holder to pay the exercise price of the warrants by forfeiting a portion of the exercised warrant shares with a value equal to the aggregate exercise price.
Immediately prior to the closing of the Issuer's initial public offering, the warrants automatically exercised by their terms into Series C-2 preferred stock, which allowed the holder to pay the exercise price of the warrants by forfeiting a portion of the exercised warrant shares with a value equal to the aggregate exercise price. The convertible preferred stock had no expiration date.
Notes and accrued interest in the aggregate of $4,340,965 converted automatically immediately prior to the closing of the Issuer's initial public offering into shares of common stock at a conversion price of $10.00 per share, which is the initial public offering price per share.
Notes and accrued interest in the aggregate of $1,804,594 converted automatically immediately prior to the closing of the Issuer's initial public offering into shares of common stock at a conversion price of $10.00 per share, which is the initial public offering price per share.
Notes and accrued interest in the aggregate of $1,774,817 converted automatically immediately prior to the closing of the Issuer's initial public offering into shares of common stock at a conversion price of $10.00 per share, which is the initial public offering price per share.
These shares reflect the net exercise of the common stock warrant pursuant to its terms into 74,172 shares of the Issuer's common stock.
These shares reflect the net exercise of the preferred stock warrant pursuant to its terms into 2,043 shares of the Issuer's Series C-2 preferred stock.