Statement of Changes in Beneficial Ownership (4)
January 20 2015 - 06:10PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
1. Name and Address of Reporting Person
*
RA CAPITAL MANAGEMENT, LLC
|
2. Issuer Name
and
Ticker or Trading Symbol
ACHILLION PHARMACEUTICALS INC
[
ACHN
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
_____ Officer (give title below)
__
X
__ Other (specify below)
Former 10% Owner. See FN(1)(2)
|
(Last)
(First)
(Middle)
C/O RA CAPITAL MANAGEMENT, LLC, 20 PARK PLAZA, SUITE 1200
|
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/15/2013
|
(Street)
BOSTON, MA 02116
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
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. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. 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, $0.001 par value
|
9/16/2013
|
|
S
|
|
91801
|
D
|
$7.5262
|
4867617
|
D
(1)
(2)
|
|
Common Stock, $0.001 par value
|
9/17/2013
|
|
S
|
|
77600
|
D
|
$7.4226
|
4959418
|
D
(1)
(2)
|
|
Common Stock, $0.001 par value
|
9/18/2013
|
|
S
|
|
2328
|
D
|
$7.4800
|
5037018
|
D
(1)
(2)
|
|
Common Stock, $0.001 par value
|
9/20/2013
|
|
S
|
|
26539
|
D
|
$7.4035
|
5039346
|
D
(1)
(2)
|
|
Common Stock, $0.001 par value
|
9/23/2013
|
|
S
|
|
5665
|
D
|
$7.4150
|
5065885
|
D
(1)
(2)
|
|
Common Stock, $0.001 par value
|
9/23/2013
|
|
S
|
|
27783
|
D
|
$7.4192
|
5071550
|
D
(1)
(2)
|
|
Common Stock, $0.001 par value
|
9/24/2013
|
|
S
|
|
77600
|
D
|
$7.3000
|
5099333
|
D
(1)
(2)
|
|
Common Stock, $0.001 par value
|
9/24/2013
|
|
S
|
|
4424
|
D
|
$7.3300
|
5176933
|
D
(1)
(2)
|
|
Common Stock, $0.001 par value
|
9/24/2013
|
|
S
|
|
49354
|
D
|
$7.3450
|
5181357
|
D
(1)
(2)
|
|
Common Stock, $0.001 par value
|
9/24/2013
|
|
S
|
|
50051
|
D
|
$7.3800
|
5230711
|
D
(1)
(2)
|
|
Common Stock, $0.001 par value
|
9/25/2013
|
|
S
|
|
135800
|
D
|
$7.2600
|
5280762
|
D
(1)
(2)
|
|
Common Stock, $0.001 par value
|
9/27/2013
|
|
P
|
|
200000
|
A
|
$4.000
|
5416562
|
D
(1)
(2)
|
|
Common Stock, $0.001 par value
|
9/27/2013
|
|
P
|
|
400000
|
A
|
$4.000
|
5216562
|
D
(1)
(2)
|
|
Common Stock, $0.001 par value
|
9/30/2013
|
|
P
|
|
1552000
|
A
|
$3.500
|
4816562
|
D
(1)
(2)
|
|
Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security
(Instr. 3)
|
2. Conversion or Exercise Price of Derivative Security
|
3. Trans. Date
|
3A. Deemed Execution Date, if any
|
4. Trans. 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
|
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 of Derivative Security: 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
|
Explanation of Responses:
|
(
1)
|
The reported securities are owned by RA Capital Healthcare Fund, L.P. (the "Fund"). RA Capital Management, LLC (the "Adviser") is the general partner of the Fund, and Peter Kolchinsky is the sole manager of the Adviser. The Adviser and Mr. Kolchinsky disclaim beneficial ownership of the reported securities in reliance on Rule 16a-1(a)(1)(v) and (vii), respectively, and therefore disclaim any obligation to report ownership of the reported securities other than on behalf of the Fund. The filing of this Form 4 shall not be construed as an admission that either the Adviser or Mr. Kolchinsky is or was, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any of the securities reported herein. The number of shares reported in Column 5 of Table I and the number of options reported in Column 9 of Table II reflect the number of shares or options, as applicable, beneficially owned by the Fund as of the filing date of this Form 4.
|
(
2)
|
On July 15, 2013, the Fund became a beneficial owner of more than ten percent of the outstanding shares the issuer's common stock and therefore became subject to Section 16 of the Securities Exchange Act of 1934. On September 23, 2014, the Fund ceased to be a beneficial owner of more than ten percent of the outstanding shares the issuer's common stock and ceased to be subject to Section 16.
|
Reporting Owners
|
Reporting Owner Name / Address
|
Relationships
|
Director
|
10% Owner
|
Officer
|
Other
|
RA CAPITAL MANAGEMENT, LLC
C/O RA CAPITAL MANAGEMENT, LLC
20 PARK PLAZA, SUITE 1200
BOSTON, MA 02116
|
|
|
|
Former 10% Owner. See FN(1)(2)
|
RA Capital Healthcare Fund LP
C/O RA CAPITAL MANAGEMENT, LLC
20 PARK PLAZA, SUITE 1200
BOSTON, MA 02116
|
|
X
|
|
|
Kolchinsky Peter
C/O RA CAPITAL MANAGEMENT, LLC
20 PARK PLAZA, SUITE 1200
BOSTON, MA 02116
|
|
X
|
|
|
Signatures
|
/s/ Peter Kolchinsky, Manager of RA Capital Management, LLC
|
|
1/20/2015
|
**
Signature of Reporting Person
|
Date
|
/s/ Peter Kolchinsky, individually
|
|
1/20/2015
|
**
Signature of Reporting Person
|
Date
|
/s/ Peter Kolchinsky, Manager of RA Capital Management, LLC, the General Partner of RA Capital Healthcare Fund, L.P.
|
|
1/20/2015
|
**
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).
|
Note:
|
File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
|
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
|
Achillion Pharmaceuticals (NASDAQ:ACHN)
Historical Stock Chart
From Feb 2024 to Mar 2024
Achillion Pharmaceuticals (NASDAQ:ACHN)
Historical Stock Chart
From Mar 2023 to Mar 2024