UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. __)*

Amicus Therapeutics, Inc.

 

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

03152W109

December 31, 2007

(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)
o Rule 13d-1(c)
þ Rule 13d-1(d)

*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 (“Act”) 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).

 

 

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Item 1(a). Name of Issuer

Amicus Therapeutics, Inc.

Item 1(b). Address of Issuer’s Principal Executive Offices

6 Cedar Brook Drive Cranbury
New Jersey 08512

Item 2(a). Name of Person Filing

This statement is filed by (i) Canaan Equity III L.P. (“CE III”), a Delaware limited partnership, (ii) Canaan Equity III Entrepreneurs, LLC (“Entrepreneurs”), a Delaware limited liability company, (iii) Canaan Equity Partners III LLC (“CEP III”), a Delaware limited liability company and the general partner of CE III and the manager of Entrepreneurs, (iv) John V. Balen         , (v) Stephen L. Green, (vi) Deepak Kamra, (vii) Gregory Kopchinsky, (viii) Seth A. Rudnick, (ix) Guy M. Russo and (x) Eric A. Young,. We refer to the individuals and entities identified in (i)-(x) above collectively as the “Reporting Persons.”

Item 2(b). Address of Principal Business Office or, if None, Residence

Except in the case of Messrs. Balen, Kamra and Young, the principal business address of the Reporting Persons is 285 Riverside Avenue, Suite 250, Westport, CT 06880. The principal business address of Messrs. Balen, Kamra and Young is 2765 Sand Hill Road, Menlo Park, CA 94025.

Item 2(c). Citizenship

CE III is a limited partnership organized under the laws of Delaware. Each of Entrepreneurs and CEP III is a limited liability company organized under the laws of Delaware. Each of the individuals named above is a citizen of the United States.

Item 2(d). Title of Class of Securities

This Schedule 13G report relates to the Common Stock, par value $0.01 per share (“Common Stock”), of Amicus Therapeutics, Inc.

Item 2(e). CUSIP Number

CUSIP number 03152W109

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

	(a)		o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)		o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)		o Insurance company as defined in section 3(a )(19) of the Act (15 U.S.C. 78c).
	(d)		o Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
	(e)		o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)		o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)		o A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

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	(h)		o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)     o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)		o Group, in accordance with §240.13d-1(b)(1)(ii)(J).

None.

Item 4. Ownership

(a)		Amount Beneficially Owned
		As of December 31, 2007: (i) CE III is the record holder of 1,976,967 shares of Common Stock (the “CE III Shares”), (ii) Entrepreneurs is the record holder of 73,823 shares of Common Stock (the “Entrepreneurs Shares”; together with the CE III Shares, the “Record Shares”). As the general partner of CE III and the manager of Entrepreneurs, CEP III may be deemed to own beneficially the Record Shares. As individual managers of CEP III, Messrs. Balen, Green, Kamra, Kopchinsky, Rudnick, Russo and Young may also be deemed to own beneficially the Record Shares.
(b)		Percent of Class:
		Each Reporting Person: The Reporting Persons beneficially own, in the aggregate, approximately 9.2% of the outstanding Common Stock of the Issuer based on the 22,357,574 shares of Common Stock reported to be outstanding on the Issuer’s Quarterly Report filed on Form 10Q for the quarterly period ending September 30, 2007. For individual Reporting Person information, please see Item 11 of the cover pages hereto.

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(c)

Number of shares to which such person has:

		NUMBER OF SHARES
Reporting Person		(i)				(ii)				(iii)				(iv)
CE III			1,976,967				0				1,976,967				0
Entrepreneurs			73,823				0				73,823				0
CEP III			2,050,790				0				2,050,790				0
John V. Balen			0				2,050,790				0				2,050,790
Stephen L. Green			0				2,050,790				0				2,050,790
Deepak Kamra			0				2,050,790				0				2,050,790
Gregory Kopchinsky			0				2,050,790				0				2,050,790
Seth A. Rudnick			0				2,050,790				0				2,050,790
Guy M. Russo			0				2,050,790				0				2,050,790
Eric A. Young			0				2,050,790				0				2,050,790

Item 5. Ownership of Five Percent or Less of a Class

     Not Applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person

     Not applicable.

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company

     Not applicable.

Item 8. Identification and Classification of Members of the Group

     Each of the Reporting Persons expressly disclaims membership in a “Group” as defined in Rule 13d-1(b)(ii)(J).

Item 9. Notice of Dissolution of Group

     Not applicable.

Item 10. Certification

     Not applicable. This Schedule 13G is not filed pursuant to Rule 13d-1(b) or Rule 13d-1(c).

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SIGNATURES

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 11, 2008

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This Schedule 13G was executed by Guy M. Russo pursuant to Powers of Attorney, copies of which are filed herewith as Exhibit 2.

Exhibit 1

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Joint Filing Agreement

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned agree that only one statement containing the information required by Schedule 13G need be filed by each of the undersigned with respect to the ownership by each of the undersigned of shares of stock of Amicus Therapeutics, Inc. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

Executed as of February 11, 2008

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This Joint Filing Agreement was executed by Guy M. Russo
pursuant to a Power of Attorney, copies of which are filed
herewith as Exhibit 2.

Exhibit 2

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POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints each of Guy M. Russo and John D. Lambrech his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (until revoked in writing) to sign any and all instruments, certificates and documents required to be executed on behalf of himself as an individual or in his capacity as a general partner or authorized signatory, as the case may be, and on behalf of any of Canaan Equity III L.P., Canaan Equity III Entrepreneurs LLC and Canaan Equity Partners III LLC, in each case pursuant to the Securities Act of 1933, as amended, (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder (including filings on pursuant to Section 16 (Forms 3, 4 and 5) and Section 13 (Schedule 13D and Schedule 13G) of the Exchange Act) and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Securities Act, the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary fully to all intents and purposes as he might or could do in person thereby, and ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof, or may have done in connection with the matters described above.

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     IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 30^th day of May, 2007.