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*
PERRY MARK W

(Last) (First) (Middle)
1119 ST. PAUL STREET

(Street)
BALTIMORE MD 21202

(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)
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 3,650,488 A (1) 3,650,488 I See Note 2(2)
Common Stock 06/05/2007 X(4) 15,077 A $6.375 3,665,565 I See Note 2(2)
Common Stock 06/05/2007 S(4) 6,408 D $15 3,659,157 I See Note 2(2)
Common Stock 06/05/2007 C 821,736 A (1) 821,736 I See Note 3(3)
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 990,796 (1) (1) Common Stock 990,796 $0 0 I See Note 2(2)
Series C Convertible Preferred Stock (1) 06/05/2007 C 1,016,220 (1) (1) Common Stock 1,016,220 $0 0 I See Note 2(2)
Series D Convertible Preferred Stock (1) 06/05/2007 C 1,643,472 (1) (1) Common Stock 1,643,472 $0 0 I See Note 2(2)
Series D Convertible Preferred Stock (1) 06/05/2007 C 821,736 (1) (1) Common Stock 821,736 $0 0 I See Note 3(3)
Series B Convertible Preferred Stock Warrant (Right to Buy) $6.375 06/05/2007 X 15,077 05/04/2004(5) 05/04/2014(5) Common Stock 15,077 $0 0 I See Note 2(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 the Issuer's common stock on a one for one basis upon the closing of the Issuer's initial public offering on June 5, 2007.
2. The Reporting Person is an individual manager of NEA 11 GP, LLC, the sole general partners of NEA Partners 11, Limited Partnership, the sole general partner of New Enterprise Associates 11, Limited Partnership ("NEA 11"), which is the beneficial owner of the securities. The 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 the Reporting Person has no actual pecuniary interest therein.
3. The Reporting Person is a general partner of NEA Partners 9, Limited Partnership, the sole general partner of New Enterprise Associates 9, Limited Partnership ("NEA 9"), which is the beneficial owner of the securities. The 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 9 shares in which the Reporting Person has no actual pecuniary interest therein.
4. Net exercise of warrant held by New Enterprise Associates 11, Limited Partnership for an aggregate acquisition of 8,669 shares of Common Stock.
5. The warrant was net exercised upon the closing of the Issuer's initial public offering.
/s/ Shawn Conway, attorney-in-fact 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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