SEC Filing | Amicus Therapeutics

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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^*

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. 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)

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/05/2007		C		2,198,582	A	⁽¹⁾	2,198,582	I	By Prospect Venture Partners II, L.P.⁽²⁾
Common Stock	06/05/2007		X⁽⁴⁾		14,892	A	$6.375	2,213,474	I	By Prospect Venture Partners II, L.P.⁽²⁾
Common Stock	06/05/2007		S⁽⁴⁾		6,330	D	$15	2,207,144	I	By Prospect Venture Partners II, L.P.⁽²⁾
Common Stock	06/05/2007		C		33,478	A	⁽¹⁾	33,478	I	By Prospect Associates II, L.P.⁽³⁾
Common Stock	06/05/2007		X⁽⁵⁾		227	A	$6.375	33,705	I	By Prospect Associates II, L.P.⁽³⁾
Common Stock	06/05/2007		S⁽⁵⁾		97	D	$15	33,608	I	By Prospect Associates II, L.P.⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Convertible Preferred Stock	⁽¹⁾	06/05/2007		C			978,562⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	978,562⁽¹⁾	$0	$0	I	By Prospect Venture Partners II, L.P.⁽²⁾
Series B Convertible Preferred Stock	⁽¹⁾	06/05/2007		C			14,902⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	14,902⁽¹⁾	$0	$0	I	By Prospect Associates II, L.P.⁽³⁾
Series C Convertible Preferred Stock	⁽¹⁾	06/05/2007		C			1,000,978⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	1,000,978⁽¹⁾	$0	$0	I	By Prospect Venture Partners II, L.P.⁽²⁾
Series C Convertible Preferred Stock	⁽¹⁾	06/05/2007		C			15,242⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	15,242⁽¹⁾	$0	$0	I	By Prospect Associates II, L.P.⁽³⁾
Series D Convertible Preferred Stock	⁽¹⁾	06/05/2007		C			219,042⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	219,042⁽¹⁾	$0	$0	I	By Prospect Venture Partners II, L.P.⁽²⁾
Series D Convertible Preferred Stock	⁽¹⁾	06/05/2007		C			3,334⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	3,334⁽¹⁾	$0	$0	I	By Prospect Associates II, L.P.⁽³⁾
Warrant to purchase Series B Preferred Stock	$6.375	06/05/2007		X			14,892	⁽⁶⁾	⁽⁶⁾	Common Stock	14,892	$0	$0	I	By Prospect Venture Partners II, L.P.⁽²⁾
Warrant to purchase Series B Preferred Stock	$6.375	06/05/2007		X			227	⁽⁷⁾	⁽⁷⁾	Common Stock	227	$0	$0	I	By Prospect Associates II, L.P.⁽³⁾

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 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^*

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^*

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^*

SCHNELL DAVID

(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)

Explanation of Responses:

1. Each share of the Issuer's Preferred Stock converted automatically into shares of the Issuer's Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

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 sole 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 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 sole 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 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. Net exercise of warrant held by PVP II for an aggregate acquisition of 8,562 shares of Common Stock.

5. Net exercise of warrant held by PA II for an aggregate acquisition of 130 shares of Common Stock.

6. The warrant is owned by PVP II and is immediately exercisable. The warrant was net exercised upon the closing of the Issuer's initial public offering.

7. The warrant is owned by PA II and is immediately exercisable. The warrant was net exercised upon the closing of the Issuer's initial public offering.

	/s/ Dave Markland, Attorney in Fact for Prospect Venture Partners II, L.P.	06/06/2007
	/s/ Dave Markland, Attorney in Fact for Prospect Associates II, L.P.	06/06/2007
	/s/ Dave Markland, Attorney in Fact for Prospect Management Co. II, LLC	06/06/2007
	/s/ Dave Markland, Attorney in Fact for James B. Tananbaum, M.D.	06/06/2007
	/s/ Dave Markland, Attorney in Fact for David Schnell, M.D.	06/06/2007
	/s/ Dave Markland, Attorney in Fact for Russell C. Hirsch, M.D., Ph.D.	06/06/2007
	** 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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