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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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___________
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. ___)*
(Name
of
Issuer)
(Title
of
Class of Securities)
(CUSIP
Number)
December
31, 2007
(Date
of
Event Which Requires Filing of This Statement)
Check
the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
o Rule
13d-1(b)
o Rule
13d-1(c)
ý 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
disclosures provided in a prior cover page.
The
information required on 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 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).
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CUSIP
No. 03152W
10 9
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1
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Names
of Reporting Persons.
I.R.S.
Identification
Nos. of above persons (entities only).
FHM
IV LP
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2
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Check
the Appropriate Box if a Member of a Group
(See Instructions)
(a)
(b)
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3
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SEC
Use
Only
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4
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Citizenship
or Place of Organization Delaware
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5
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Sole
Voting Power 0
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6
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Shared
Voting Power 2,600,014
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7
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Sole
Dispositive Power 0
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||||
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8
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Shared
Dispositive Power 2,600,014
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9
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Aggregate
Amount Beneficially Owned by Each Reporting Person 2,600,014
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10
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Check
Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
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11
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Percent
of Class Represented by Amount in Row (9) Approximately
11.6%2
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12
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Type
of Reporting Person (See
Instructions)
OO
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2
Based
on
22,357,574 shares of common stock outstanding as of October 25, 2007 according
to the Issuer’s Form 10-Q for the period ended September 30,
2007.
2
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CUSIP
No. 03152W
10 9
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|||||
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1
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Names
of Reporting Persons.
I.R.S.
Identification
Nos. of above persons (entities only).
FRAZIER
HEALTHCARE IV, LP
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2
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Check
the Appropriate Box if a Member of a Group
(See Instructions)
(a)
(b)
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3
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SEC
Use
Only
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4
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Citizenship
or Place of Organization Delaware
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5
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Sole
Voting Power 2,586,886
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6
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Shared
Voting Power 0
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7
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Sole
Dispositive Power 2,586,886
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||||
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8
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Shared
Dispositive Power 0
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9
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Aggregate
Amount Beneficially Owned by Each Reporting Person 2,586,886
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10
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Check
Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
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||||
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11
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Percent
of Class Represented by Amount in Row (9) Approximately
11.6%3
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12
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Type
of Reporting Person (See
Instructions) OO
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3
Based
on
22,357,574 shares of common stock outstanding as of October 25, 2007 according
to the Issuer’s Form 10-Q for the period ended September 30,
2007.
3
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CUSIP
No. 03152W
10 9
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1
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Names
of Reporting Persons.
I.R.S.
Identification
Nos. of above persons (entities only).
FRAZIER
AFFILIATES IV, LP
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2
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Check
the Appropriate Box if a Member of a Group
(See Instructions)
(a)
(b)
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3
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SEC
Use
Only
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4
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Citizenship
or Place of Organization Delaware
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5
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Sole
Voting Power 13,128
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6
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Shared
Voting Power 0
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7
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Sole
Dispositive Power 13,128
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8
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Shared
Dispositive Power 0
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9
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Aggregate
Amount Beneficially Owned by Each Reporting Person 13,128
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10
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Check
Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
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11
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Percent
of Class Represented by Amount in Row (9) Less
than 1%4
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12
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Type
of Reporting Person (See
Instructions) OO
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4
Based
on
22,357,574 shares of common stock outstanding as of October 25, 2007 according
to the Issuer’s Form 10-Q for the period ended September 30,
2007.
4
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CUSIP
No. 03152W
10 9
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|||||
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1
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Names
of Reporting Persons.
I.R.S.
Identification
Nos. of above persons (entities only).
FHM
V, LLC
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2
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Check
the Appropriate Box if a Member of a Group
(See Instructions)
(a)
(b)
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3
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SEC
Use
Only
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4
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Citizenship
or Place of Organization Delaware
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5
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Sole
Voting Power 0
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6
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Shared
Voting Power 252,415
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7
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Sole
Dispositive Power 0
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||||
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8
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Shared
Dispositive Power 252,415
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9
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Aggregate
Amount Beneficially Owned by Each Reporting Person 252,415
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10
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Check
Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
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11
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Percent
of Class Represented by Amount in Row (9) Approximately
1.1%5
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12
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Type
of Reporting Person (See
Instructions) OO
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5
Based
on
22,357,574 shares of common stock outstanding as of October 25, 2007 according
to the Issuer’s Form 10-Q for the period ended September 30,
2007.
5
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CUSIP
No. 03152W
10 9
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|||||
|
1
|
Names
of Reporting Persons.
I.R.S.
Identification
Nos. of above persons (entities only).
FHM
V, LP
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||||
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2
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Check
the Appropriate Box if a Member of a Group
(See Instructions)
(a)
(b)
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3
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SEC
Use
Only
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||||
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4
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Citizenship
or Place of Organization Delaware
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5
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Sole
Voting Power 0
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||||
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6
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Shared
Voting Power 252,415
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||||
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7
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Sole
Dispositive Power 0
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||||
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8
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Shared
Dispositive Power 252,415
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||||
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9
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Aggregate
Amount Beneficially Owned by Each Reporting Person 252,415
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||||
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10
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Check
Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
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||||
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11
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Percent
of Class Represented by Amount in Row (9) Approximately
1.1%6
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||||
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12
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Type
of Reporting Person (See
Instructions) OO
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6
Based
on
22,357,574 shares of common stock outstanding as of October 25, 2007 according
to the Issuer’s Form 10-Q for the period ended September 30,
2007.
6
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CUSIP
No. 03152W
10 9
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|||||
|
1
|
Names
of Reporting Persons.
I.R.S.
Identification
Nos. of above persons (entities only).
FRAZIER
HEALTHCARE V, LP
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2
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Check
the Appropriate Box if a Member of a Group
(See Instructions)
(a)
(b)
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3
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SEC
Use
Only
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||||
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4
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Citizenship
or Place of Organization Delaware
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5
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Sole
Voting Power 252,415
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6
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Shared
Voting Power 0
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||||
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7
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Sole
Dispositive Power 252,415
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||||
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8
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Shared
Dispositive Power 0
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||||
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9
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Aggregate
Amount Beneficially Owned by Each Reporting Person 252,415
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||||
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10
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Check
Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
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||||
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11
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Percent
of Class Represented by Amount in Row (9) Approximately
1.1%7
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||||
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12
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Type
of Reporting Person (See
Instructions) OO
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7
Based
on
22,357,574 shares of common stock outstanding as of October 25, 2007 according
to the Issuer’s Form 10-Q for the period ended September 30,
2007.
7
Item 1
(a)Name
of
Issuer:
AMICUS
THERAPEUTICS, INC.
(b)Address
of Issuer’s Principal Executive Offices:
6
Cedar
Brook Drive
Cranbury,
NJ 08512
Item 2
(a)Name
of
Person Filing:
FHM
IV,
LP, a Delaware limited partnership (“FHM IV”), FHM IV, LLC, a Delaware limited
liability company (“FHM IV LLC”), Frazier Healthcare IV, LP, a Delaware limited
partnership (“FH IV”), Frazier Affiliates IV, LP (“FA IV”), a Delaware limited
partnership, FHM V, LP, a Delaware limited partnership (“FHM V”), Frazier
Healthcare V, LP, a Delaware limited partnership (“FH V”) and FHM V, LLC, a
Delaware limited liability company (“FHM V LLC”). FHM IV is the general partner
of both FH IV and FA IV and FHM IV, LLC serves as the general partner of FHM
IV.
FHM V serves as the general partner of FH V and FHM V LLC serves as the general
partner of FHM V.
(b) Address
of Principal Business Office or, if none, Residence:
601
Union
Street, Suite 3200, Seattle, WA 98101.
(c) Citizenship:
Delaware.
(d) Title
of
Class of Securities:
Common
Stock, $0.01 par value per share.
(e) CUSIP
Number:
03152W
10
9
Item
3.
If this
statement is filed pursuant to Rule 13d-1(b), 13d-2(b) or 13d-2(c), check
whether the person filing is a:
Not
applicable.
Item
4.
Ownership.
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:
FHM
IV
LLC is the general partner of FHM IV and FHM IV is the general partner of
FH IV
and FA IV. As of December 31, 2007, FH IV was the record owner of 2,586,886
shares of Common Stock and FA IV was the record owner of 13,128 shares of
Common
Stock. Both voting and dispositive power with respect to FH IV and FA IV
are
held by FHM IV.
FHM
V is
the general partner of FH V and FHM V LLC serves as the general partner of
FHM
V. As of December 31, 2007, FH V was the record owner of 252,415 shares of
Common Stock. Both voting and dispositive power with respect to FH V is held
by
FHM V LLC.
(b) Percent
of class: The Frazier entities hold, in the aggregate, approximately
12.8%
8
(c)
Number
of
shares as to which such person has:
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FHM
IV LLC
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(i)
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Sole
power to vote or to direct the vote
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(ii)
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Shared
power to vote or to direct the vote
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2,600,014
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(iii)
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Sole
power to dispose or to direct the disposition of
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(iv)
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Shared
power to dispose or to direct the disposition of
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2,600,014
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FHM
IV
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||
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(i)
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Sole
power to vote or to direct the vote
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(ii)
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Shared
power to vote or to direct the vote
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2,600,014
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(iii)
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Sole
power to dispose or to direct the disposition of
|
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(iv)
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Shared
power to dispose or to direct the disposition of
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2,600,014
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FH
IV
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(i)
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Sole
power to vote or to direct the vote
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2,586,886
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(ii)
|
Shared
power to vote or to direct the vote
|
|
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(iii)
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Sole
power to dispose or to direct the disposition of
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2,586,886
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(iv)
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Shared
power to dispose or to direct the disposition of
|
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FA
IV
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(i)
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Sole
power to vote or to direct the vote
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13,128
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(ii)
|
Shared
power to vote or to direct the vote
|
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(iii)
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Sole
power to dispose or to direct the disposition of
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13,128
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(iv)
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Shared
power to dispose or to direct the disposition of
|
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|
FHM
V LLC
|
||
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(i)
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Sole
power to vote or to direct the vote
|
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(ii)
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Shared
power to vote or to direct the vote
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252,415
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(iii)
|
Sole
power to dispose or to direct the disposition of
|
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(iv)
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Shared
power to dispose or to direct the disposition of
|
252,415
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FHM
V
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||
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(ii)
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Sole
power to vote or to direct the vote
|
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(ii)
|
Shared
power to vote or to direct the vote
|
252,415
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(iii)
|
Sole
power to dispose or to direct the disposition of
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of
|
252,415
|
|
FH
V
|
||
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(i)
|
Sole
power to vote or to direct the vote
|
252,415
|
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(ii)
|
Shared
power to vote or to direct the vote
|
|
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(iii)
|
Sole
power to dispose or to direct the disposition of
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252,415
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(iv)
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Shared
power to dispose or to direct the disposition of
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Item
5. Ownership
of Five Percent or Less of a Class.
Not
applicable.
Item
6. Ownership
of More than Five Percent on Behalf of Another Person.
Not
applicable.
Item
7. Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported
on By the Parent Holding Company.
Not
applicable.
Item
8. Identification
and Classification of Members of the Group.
Not
applicable. The reporting persons expressly disclaim membership in a “group” as
defined in Rule 13d-1(b)(1)(ii) (J).
Item
9. Notice
of
Dissolution of Group.
Not
applicable.
Item
10. Certification.
Not
applicable.
9
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.
| FHM IV, LLC | ||
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| Dated February 14, 2008. | By: | /s/ Thomas S. Hodge |
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Thomas S. Hodge, Chief Operating Officer |
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FHM
IV, LP
By:
FHM IV, LLC, its General Partner
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| Dated February 14, 2008. | By: | /s/ Thomas S. Hodge |
|
Thomas S. Hodge, Chief Operating Officer |
||
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Frazier
Healthcare IV, LP
By:
FHM IV, LP, its General Partner
By:
FHM IV, LLC, its General Partner
|
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| |
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| Dated February 14, 2008. | By: | /s/ Thomas S. Hodge |
|
Thomas S. Hodge, Chief Operating Officer |
||
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Frazier
Affiliates
IV, LP
By:
FHM IV, LP, its General Partner
By:
FHM IV, LLC, its General Partner
|
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| Dated February 14, 2008. | By: | /s/ Thomas S. Hodge |
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Thomas S. Hodge, Chief Operating Officer |
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| FHM V, LLC | ||
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| Dated February 14, 2008. | By: | /s/ Thomas S. Hodge |
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Thomas S. Hodge, Chief Operating Officer |
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FHM
V, LP
By:
FHM V, LLC, its General Partner
|
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| Dated February 14, 2008. | By: | /s/ Thomas S. Hodge |
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Thomas S. Hodge, Chief Operating Officer |
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Frazier
Healthcare
V, LP
By:
FHM V, LP, its General Partner
By:
FHM V, LLC, its General Partner
|
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| |
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| Dated February 14, 2008. | By: | /s/ Thomas S. Hodge |
|
Thomas S. Hodge, Chief Operating Officer |
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10