SEC Filing | Amicus Therapeutics

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SEC FORM 3 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^*

PROSPECT VENTURE PARTNERS II LP

(Last)

(First)

(Middle)

C/O PROSPECT VENTURE PARTNERS

435 TASSO STREET SUITE 200

(Street)

PALO ALTO

94301

(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)

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	978,562	0	I	By Prospect Venture Partners II, L.P.⁽²⁾
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	14,902	0	I	By Prospect Associates II,L.P.⁽³⁾
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,000,978	0	I	By Prospect Venture Partners II, L.P.⁽²⁾
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	15,242	0	I	By Prospect Associates II, L.P.⁽³⁾
Series D Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	219,042	0	I	By Prospect Venture Partners II, L.P.⁽²⁾
Series D Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	3,334	0	I	By Prospect Associates II, L.P.⁽³⁾
Warrants to purchase Series B Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	14,892	6.375	I	By Prospect Venture Partners II, L.P.⁽⁵⁾
Warrants to purchase Series B Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	227	6.375	I	By Prospect Associates II, L.P.⁽⁶⁾

1. Name and Address of Reporting Person^*

PROSPECT VENTURE PARTNERS II LP

(Last)

(First)

(Middle)

C/O PROSPECT VENTURE PARTNERS

435 TASSO STREET SUITE 200

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

PROSPECT MANAGEMENT CO II LLC

(Last)

(First)

(Middle)

C/O PROSPECT VENTURE PARTNERS

435 TASSO STREET SUITE 200

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

PROSPECT ASSOCIATES II L P

(Last)

(First)

(Middle)

C/O PROSPECT VENTURE PARTNERS

435 TASSO STREET SUITE 200

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TANANBAUM JAMES B

(Last)

(First)

(Middle)

C/O PROSPECT VENTURE PARTNERS

435 TASSO STREET SUITE 200

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

HIRSCH RUSSELL C

(Last)

(First)

(Middle)

C/O PROSPECT VENTURE PARTNERS

435 TASSO STREET SUITE 200

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SCHNELL DAVID

(Last)

(First)

(Middle)

C/O PROSPECT VENTURE PARTNERS

435 TASSO STREET SUITE 200

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Explanation of Responses:

1. The Issuer's Preferred Stock will automatically convert into Common Stock on a one-for-one basis upon the closing of the Issuer's initial public offering.

2. The shares are owned by Prospect Venture Partners II, L.P. ("PVP II"), which is under common control with Prospect Associates II, L.P. ("PA II"). Prospect Management Co. II, L.L.C. ("PMC II") serves as the general partner of PVP II. James B. Tananbaum, M.D., Alexander E. Barkas, Ph.D., David Schnell, M.D., and Russell C. Hirsch, M.D., Ph.D. are the Managing Directors of PMC II and each reporting person shares voting and investment power over the shares held by PVP II. Each reporting person disclaims beneficial ownership of the shares reported herein, except to the extent of his proportionate pecuniary interest therein. Dr. Barkas is a director of the Issuer and, accordingly, files separate Section 16 reports.

3. The shares are owned by PA II. PMC II serves as the general partner of PA II. James B. Tananbaum, M.D., Alexander E. Barkas, Ph.D., David Schnell, M.D., and Russell C. Hirsch, M.D., Ph.D. are the Managing Directors of PMC II and each reporting person shares voting and investment power over the shares held by PA II. Each reporting person disclaims beneficial ownership of the shares reported herein, except to the extent of his proportionate pecuniary interest therein. Dr. Barkas is a director of the Issuer and, accordingly, files separate Section 16 reports.

4. Immediately exercisable. These warrants shall expire upon the closing of the Issuer's initial public offering.

5. The shares are owned by PVP II.

6. The shares are owned by PA II.

Remarks:

Exhibit 99.1 Joint Filer information

	/s/ Dave Markland, Attorney-in-Fact for Prospect Venture Partners II, L.P.	05/30/2007
	/s/ Dave Markland, Attorney-in-Fact for Prospect Management Co. II, LLC	05/30/2007
	/s/ Dave Markland, Attorney-in-Fact for Prospect Associates II, L.P.	05/30/2007
	/s/ Dave Markland, Attorney-in-Fact for James B. Tananbaum	05/30/2007
	/s/ Dave Markland, Attorney-in-Fact for Russell C. Hirsch	05/30/2007
	/s/ Dave Markland, Attorney-in-Fact for David Schnell	05/30/2007
	** 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.

Exhibit 99

Exhibit 99

FORM 3 JOINT FILER INFORMATION


Name of
“Reporting Persons”:		Prospect Venture Partners II, L.P. (“PVP II”)
		Prospect Associates II, L.P. (“PA II”)
		Prospect Management Co. II, L.L.C. (“PMC II”)
		James B. Tananbaum, M.D.
		Russell C. Hirsch, M.D., Ph.D.
		David Schnell, M.D.

Address:		c/o Prospect Venture Partners
		435 Tasso Street, Suite 200
		Palo Alto, California 94301

Designated Filer:		Prospect Venture Partners II, L.P.

Issuer and
Ticker Symbol:		Amicus Therapeutics, Inc. (FOLD)

Date of Event:		May 30, 2007

Each of the following is a Joint Filer with PVP II and shares voting and investment power over the securities set forth on the attached Form 3:

PMC II serves as the general partner of PVP II and PA II. PMC II has sole voting and investment control over the respective shares owned by PVP II and PA II. James B. Tananbaum, M.D., Russell C. Hirsch, M.D., Ph.D. and David Schnell, M.D. are Managing Directors of PMC II and shares voting and investment power over the shares owned by PVP II and PA II.

Each reporting person disclaims beneficial ownership of the shares reported herein, except to the extent of his proportionate pecuniary interest therein. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, or otherwise, any of the Reporting Persons are the beneficial owner of all of the equity securities covered by this statement.

Each of the Reporting Persons listed above has designated Prospect Venture Partners II, L.P. as its designated filer of Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder. Each Reporting Person has appointed Dave Markland as its attorney-in-fact for the purpose of making reports relating to transactions in Amicus Therapeutics, Inc. Common Stock.


PROSPECT VENTURE PARTNERS II, L.P. By Prospect Management Co. II, L.L.C. Its General Partner
By:	/s/ Dave Markland, Attorney in Fact for


Name:	Prospect Venture Partners II, L.P.
		Managing Director


PROSPECT ASSOCIATES II, L.P. By Prospect Management Co. II, L.L.C. Its General Partner
By:	/s/ Dave Markland, Attorney in Fact for


Name:	Prospect Associates II, L.P.
		Managing Director


PROSPECT MANAGEMENT CO. II, L.L.C.
By:	/s/ Dave Markland, Attorney in Fact for


Name:	Prospect Management Co. II, LLC
		Managing Director


/s/ Dave Markland, Attorney in Fact for
James B. Tananbaum, M.D.


/s/ Dave Markland, Attorney in Fact for
Russell C. Hirsch, M.D., Ph.D.


/s/ Dave Markland, Attorney in Fact for
David Schnell, M.D.