SEC Form 3

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* NEW ENTERPRISE ASSOCIATES 11 LP (Last) (First) (Middle) 1119 ST. PAUL STREET (Street) BALTIMORE MD 21202 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/30/2007	3. Issuer Name and Ticker or Trading Symbol AMICUS THERAPEUTICS INC [ FOLD ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year) 05/31/2007
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 D Convertible Preferred Stock	(1)	(2)	Common Stock	1,643,472(5)	(3)	D(4)

1. Name and Address of Reporting Person* NEW ENTERPRISE ASSOCIATES 11 LP (Last) (First) (Middle) 1119 ST. PAUL STREET (Street) BALTIMORE MD 21202 (City) (State) (Zip)

1. Name and Address of Reporting Person* NEA PARTNERS 11 LP (Last) (First) (Middle) 1119 ST. PAUL STREET (Street) BALTIMORE MD 21202 (City) (State) (Zip)

1. Name and Address of Reporting Person* NEA 11 GP, LLC (Last) (First) (Middle) 1119 ST. PAUL STREET (Street) BALTIMORE MD 21202 (City) (State) (Zip)

1. Name and Address of Reporting Person* BARRETT M JAMES (Last) (First) (Middle) 1119 ST. PAUL STREET (Street) BALTIMORE MD 21202 (City) (State) (Zip)

1. Name and Address of Reporting Person* BASKETT FOREST (Last) (First) (Middle) 1119 ST. PAUL STREET (Street) BALTIMORE MD 21202 (City) (State) (Zip)

1. Name and Address of Reporting Person* DRANT RYAN D (Last) (First) (Middle) 1119 ST. PAUL STREET (Street) BALTIMORE MD 21202 (City) (State) (Zip)

1. Name and Address of Reporting Person* KOLLURI KRISHNA KITTU (Last) (First) (Middle) 1119 ST. PAUL STREET (Street) BALTIMORE MD 21202 (City) (State) (Zip)

1. Name and Address of Reporting Person* LINEHAN CHARLES M (Last) (First) (Middle) 1119 ST. PAUL STREET (Street) BALTIMORE MD 21202 (City) (State) (Zip)

1. Name and Address of Reporting Person* SANDELL SCOTT D (Last) (First) (Middle) 1119 ST. PAUL STREET (Street) BALTIMORE MD 21202 (City) (State) (Zip)

1. Name and Address of Reporting Person* TRAINOR III EUGENE A (Last) (First) (Middle) 1119 ST. PAUL STREET (Street) BALTIMORE MD 21202 (City) (State) (Zip)

Explanation of Responses:

1. Convertible at any time.

2. Not applicable.

3. Each share of Preferred Stock will automatically convert into one (1) share of Common Stock upon the closing of the Issuer's initial public offering.

4. The securities are directly held by New Enterprise Associates 11, Limited Partnership ("NEA 11") and indirectly held by NEA Partners 11, Limited Partnership ("NEA Partners 11"), the sole general partner of NEA 11, NEA 11 GP, LLC ("NEA GP"), the sole general partner of NEA Partners 11, and the individual managers of NEA GP (NEA Partners 11, NEA GP and the individual managers of NEA GP together, the "Indirect Reporting Person"). The individual managers of NEA GP are M. James Barrett, Peter J. Barris, Forest Baskett, Ryan D. Drant, Krishna "Kittu" Kolluri, C. Richard Kramlich, Charles M. Linehan, Charles W. Newhall III, Mark W. Perry, Scott D. Sandell and Eugene A. Trainor III. Each Indirect Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 11 shares in which such Indirect Reporting Person has no actual pecuniary interest therein.

5. The amount of underlying securities contained in the original Form 3 filed by the Reporting Person was reported as 1,634,473 shares of Common Stock. The correct amount of underlying securities is 1,643,472 shares of Common Stock.

	/s/ Shawn Conway, attorney-in-fact	06/06/2007
	** 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.

POWER OF ATTORNEY

	KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Charles W. Newhall III, Louis S. Citron,
Eugene A. Trainor III and Shawn Conway, and each of them, with full power to act without the others, his true and lawful attorney-in-fact,
with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate
to be executed on behalf of himself as an individual or in his capacity as a direct or indirect general partner, director, officer or manager
of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and any and all regulations promulgated thereunder, 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 Exchange Act or by the By-laws of the National Association of Securities Dealers, Inc., granting unto said attorney-in-fact full power
and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he
might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his substitutes, may lawfully do or cause
to be done by virtue hereof.

	IN WITNESS WHEREOF, this Power of Attorney has been signed as of the ___ day of March, 2007.



/s/ Forest Baskett
________________________
Forest Baskett



/s/ M. James Barrett
________________________
M. James Barrett



Peter J. Barris



/s/ Ryan D. Drant
________________________
Ryan D. Drant



Paul Hsiao



Vladimir Jacimovic



Patrick J. Kerins


Suzanne King



/s/ Krishna Kittu Kolluri
________________________
Krishna Kolluri



C. Richard Kramlich



/s/ Charles M. Linehan
________________________
Charles M. Linehan



Peter T. Morris



John M. Nehra



Charles W. Newhall III



Mark W. Perry



Michael Raab



/s/ Scott D. Sandell
________________________
Scott D. Sandell



/s/ Eugene A. Trainor III
________________________
Eugene A. Trainor III



Sigrid Van Bladel



Ravi Viswanathan



Harry Weller