Amicus Therapeutics
AMICUS THERAPEUTICS INC (Form: SC 13G/A, Received: 02/14/2017 13:05:44)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 4)*


Amicus Therapeutics, Inc.
(Name of Issuer)


Common Stock, $0.01 par value per share
(Title of Class of Securities)


03152W109
(CUSIP Number)


December 31, 2016
(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[X]  Rule 13d-1(b)

[_]  Rule 13d-1(c)

[_]  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).


CUSIP No.
03152W109
   

1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
     
 
Redmile Group, LLC
 
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)  [_]
   
(b)  [X]
     
3.
SEC USE ONLY
 
     
     
     
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     
 
Delaware
 
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
 
     
 
0
 
     
6.
SHARED VOTING POWER
 
     
 
14,391,130
 
     
7.
SOLE DISPOSITIVE POWER
 
     
 
0
 
     
8.
SHARED DISPOSITIVE POWER
 
     
 
14,391,130
 
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
14,391,130
 
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
   
[_]
     
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
     
 
9.97%
 
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
     
 
IA, OO
 


CUSIP No.
03152W109
   

1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
     
 
Jeremy C. Green
 
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)  [_]
   
(b)  [X]
     
3.
SEC USE ONLY
 
     
     
     
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     
 
United States
 
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
 
     
 
0
 
     
6.
SHARED VOTING POWER
 
     
 
14,391,130
 
     
7.
SOLE DISPOSITIVE POWER
 
     
 
0
 
     
8.
SHARED DISPOSITIVE POWER
 
     
 
14,391,130
 
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
14,391,130
 
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
   
[_]
     
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
     
 
9.97%
 
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
     
 
IN, HC
 




CUSIP No.
03152W109
   

Item 1.
(a)
Name of Issuer:
 
       
   
Amicus Therapeutics, Inc.
 

 
(b)
Address of issuer's principal executive offices:
 
   
1 Cedar Brook Drive
 
   
Cranbury, New Jersey 08512
 

Item 2.
(a)
Name of person filing:
 
   
Redmile Group, LLC
 
   
Jeremy C. Green
 

 
(b)
Address or principal business office or, if none, residence:
 
       
   
Redmile Group, LLC
One Letterman Drive
Building D, Suite D3-300
The Presidio of San Francisco
San Francisco, California  94129
 
Jeremy C. Green
c/o Redmile Group, LLC
One Letterman Drive
Building D, Suite D3-300
The Presidio of San Francisco
San Francisco, California  94129
 

 
(c)
Citizenship:
 
       
   
Redmile Group, LLC – Delaware
Jeremy C. Green – United States of America
 

 
(d)
Title of class of securities:
 
       
   
Common Stock, $.01 par value per share
 

 
(e)
CUSIP No.:
 
       
   
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)
[_]
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 
(b)
[_]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 
(c)
[_]
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 
(d)
[_]
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 
(e)
[X]
An investment adviser in accordance with §  240.13d-1(b)(1)(ii)(E);

 
(f)
[_]
An employee benefit plan or endowment fund in accordance with §  240.13d-1(b)(1)(ii)(F);

 
(g)
[X]
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 
(h)
[_]
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);

 
(i)
[_]
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)
[_]
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

 
(k)
[_]
Group, in accordance with §240.13d-1(b)(1)(ii)(K).  If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

   




Item 4.
Ownership. 1

 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
       
 
(a)
Amount beneficially owned:
 
       
   
Redmile Group, LLC
14,391,130 shares
   
Jeremy C. Green
14,391,130 shares
       
       
 
(b)
Percent of class:
 
       
   
Redmile Group, LLC
9.97%
   
Jeremy C. Green
9.97%
       
       
 
(c)
Number of shares as to which such person has:
 
       
   
(i) Sole power to vote or to direct the vote
 
       
   
Redmile Group, LLC
0 shares
   
Jeremy C. Green
0 shares
       
       
   
(ii) Shared power to vote or to direct the vote
 
       
   
Redmile Group, LLC
14,391,130 shares
   
Jeremy C. Green
14,391,130 shares
       
       
   
(iii) Sole power to dispose or to direct the disposition of
 
       
   
Redmile Group, LLC
0 shares
   
Jeremy C. Green
0 shares
       
       
   
(iv) Shared power to dispose or to direct the disposition of
 
       
   
Redmile Group, LLC
14,391,130 shares
   
Jeremy C. Green
14,391,130 shares
       





1 Represented in part by 2,060,000 Warrants to purchase common stock, which may be exchanged for ordinary shares, par value $0.01 per share, at a 1:1 ratio.




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

 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  [_].

   
 
Instruction:  Dissolution of a group requires a response to this item.
 
 
N/A

Item 6.
Ownership of More Than Five Percent on Behalf of Another Person.
 
N/A
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 
If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary.  If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
 
 
See Exhibit B attached hereto.
     

Item 8.
Identification and Classification of Members of the Group.

 
N/A

Item 9.
Notice of Dissolution of Group.

 
N/A

Item 10.
Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.






SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 
February 14, 2017
 
(Date)
   
 
REDMILE GROUP, LLC
   
 
/s/ Jeremy C. Green
 
Jeremy C. Green, Managing Member
 
 
 
 
JEREMY C. GREEN
 
 /s/ Jeremy C. Green


The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.
Attention.  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).


Exhibit A


AGREEMENT


The undersigned agree that this Schedule 13G, Amendment 4, dated February 14, 2017, relating to the common stock, par value $0.01, of Amicus Therapeutics, Inc. shall be filed on behalf of the undersigned.

 
 February 14, 2017
 
(Date)
   
 
REDMILE GROUP, LLC
   
 
/s/ Jeremy C. Green
 
Jeremy C. Green, Managing Member
 
 
 
JEREMY C. GREEN
 
 /s/ Jeremy C. Green




Exhibit B

Redmile Group, LLC is the relevant entity for which Jeremy C. Green may be considered a control person.

























SK 25839 0001 7412614