SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Topper James N

(Last) (First) (Middle)
C/O FRAZIER HEALTHCARE
550 HAMILTON AVE., SUITE 100

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AMICUS THERAPEUTICS INC [ FOLD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/05/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 06/05/2007 C 2,586,886 A (1) 2,586,886 I By Frazier Healthcare IV, L.P.(2)
Common Stock 06/05/2007 C 13,128 A (1) 13,128 I By Frazier Affiliates IV, L.P.(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Convertible Preferred Stock (1) 06/05/2007 C 988,446 (1) (1) Common Stock 988,446 $0 0 I Frazier Healthcare IV, L.P.(2)
Series B Convertible Preferred Stock (1) 06/05/2007 C 5,016 (1) (1) Common Stock 5,016 $0 0 I Frazier Affiliates IV, L.P.(2)
Series C Convertible Preferred Stock (1) 06/05/2007 C 1,011,088 (1) (1) Common Stock 1,011,088 $0 0 I Frazier Healthcare IV, L.P.(2)
Series C Convertible Preferred Stock (1) 06/05/2007 C 5,132 (1) (1) Common Stock 5,132 $0 0 I Frazier Affiliates IV, L.P.(2)
Series D Convertible Preferred Stock (1) 06/05/2007 C 572,310 (1) (1) Common Stock 572,310 $0 0 I Frazier Healthcare IV, L.P.(2)
Series D Convertible Preferred Stock (1) 06/05/2007 C 2,904 (1) (1) Common Stock 2,904 $0 0 I Frazier Affiliates IV, L.P.(2)
Series B Convertible Preferred Stock Warrant (right to buy) $6.375 06/05/2007 X 15,042 (3) (3) Series B Convertible Preferred Stock 15,042 $0 0 I Frazier Healthcare IV, L.P.(2)
Series B Convertible Preferred Stock Warrant (right to buy) $6.375 06/05/2007 X 76 (3) (3) Series B Convertible Preferred Stock 76 $0 0 I Frazier Affiliates IV, L.P.(2)
Series B Convertible Preferred Stock (1) 06/05/2007 J 15,042 (1) (1) Common Stock 15,042 $0 15,042 I Frazier Healthcare IV, L.P.(2)
Series B Convertible Preferred Stock (1) 06/05/2007 J 76 (1) (1) Common Stock 76 $0 76 I Frazier Affiliates IV, L.P.(2)
Series B Convertible Preferred Stock (1) 06/05/2007 C 15,042 (1) (1) Common Stock 15,042 $0 0 I Frazier Healthcare IV, L.P.(2)
Series B Convertible Preferred Stock (1) 06/05/2007 C 76 (1) (1) Common Stock 76 $0 0 I Frazier Affiliates IV, L.P.(2)
Explanation of Responses:
1. Each of the Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock automatically converted into common stock on a 1-for-1 basis upon the closing of the Issuer's initial public offering on June 5, 2007.
2. The securities are owned directly by the entity listed. The reporting person is a limited partner of FHM IV, LP, the general partner of Frazier Healthcare IV, LP and Frazier Affiliates IV, LP. Voting and investment power over such shares is exercised by FHM IV, LLC in its role as the general partner of FHM IV, LP. 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 purposes of Section 16 or for any other purpose.
3. The warrants to purchase Series B Convertible Preferred Stock were automatically exercised for cash immediately prior to the closing of the Issuer's initial public offering.
/s/ James N. Topper 06/07/2007
** 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 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).
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