0001144204-15-021088.txt : 20150403 0001144204-15-021088.hdr.sgml : 20150403 20150403090117 ACCESSION NUMBER: 0001144204-15-021088 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150403 DATE AS OF CHANGE: 20150403 GROUP MEMBERS: ERIC P. BUATOIS GROUP MEMBERS: JAMES I. HEALY GROUP MEMBERS: MICHAEL F. POWELL GROUP MEMBERS: SOFINNOVA MANAGEMENT VII, L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HYPERION THERAPEUTICS INC CENTRAL INDEX KEY: 0001386858 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 611512713 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86934 FILM NUMBER: 15750252 BUSINESS ADDRESS: STREET 1: 2000 SIERRA POINT PARKWAY STREET 2: SUITE 400 CITY: BRISBANE STATE: CA ZIP: 94005 BUSINESS PHONE: 650-745-7802 MAIL ADDRESS: STREET 1: 2000 SIERRA POINT PARKWAY STREET 2: SUITE 400 CITY: BRISBANE STATE: CA ZIP: 94005 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOFINNOVA VENTURE PARTNERS VII L P CENTRAL INDEX KEY: 0001380734 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3000 SAND HILL ROAD, 4-250ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-681-8420 MAIL ADDRESS: STREET 1: 3000 SAND HILL ROAD, 4-250ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13D/A 1 v406489_sc13da.htm SC 13D/A

CUSIP NO. 44915N101 13D Page 1 of 10

 

SECURITIES AND EXCHANGE COMMISSION

 

WASHINGTON, D.C. 20549

 

SCHEDULE 13D

(RULE 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)

AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

 

(Amendment No. 5)*

 

Hyperion Therapeutics, Inc.

(Name of Issuer)

 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

44915N101

(CUSIP Number)

 

Nathalie Auber

Sofinnova Ventures, Inc.

3000 Sand Hill Road, Bldg 4, Suite 250

Menlo Park, CA 94025

(650) 681-8420

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

COPY TO:

Jonathan Goodwin, Esq.

c/o Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

1200 Seaport Blvd., Redwood City, CA  94063

(650) 463-5243

 

March 29, 2015

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.

 

*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.

 

This 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 (“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. 44915N101 13D Page 2 of 10

 

 

1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).

Sofinnova Venture Partners VII, L.P. (“SVP VII”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

(b) x

3 SEC USE ONLY
4 SOURCE OF FUNDS WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

1,939,474 shares, except that Sofinnova Management VII, L.L.C. (“SM VII”), the general partner of SVP VII, may be deemed to have sole voting power, and Dr. Michael F. Powell (“Powell”), Dr. James I. Healy (“Healy”) and Eric P. Buatois (“Buatois”), the managing members of SM VII, may be deemed to have shared power to vote these shares.

8

SHARED VOTING POWER

 

See response to row 7.

9

SOLE DISPOSITIVE POWER

 

1,939,474 shares, except that SM VII, the general partner of SVP VII, may be deemed to have sole dispositive power and Powell, Healy and Buatois, the managing members of SM VII, may be deemed to have shared power to dispose of these shares.

10

SHARED DISPOSITIVE POWER

 

See response to row 9.

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,939,474
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.3%
14 TYPE OF REPORTING PERSON (See Instructions) PN

 
 
CUSIP NO. 44915N101 13D Page 3 of 10

 

 

1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).

Sofinnova Management VII, L.L.C. (“SM VII”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

(b) x

3 SEC USE ONLY
4 SOURCE OF FUNDS WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

1,939,474 shares, all of which are owned directly by SVP VII. SM VII, the general partner of SVP VII, may be deemed to have sole voting power, and Powell, Healy and Buatois, the managing members of SM VII, may be deemed to have shared power to vote these shares.

8

SHARED VOTING POWER

 

See response to row 7.

9

SOLE DISPOSITIVE POWER

 

1,939,474 shares, all of which are owned directly by SVP VII. SM VII, the general partner of SVP VII, may be deemed to have sole dispositive power, and Powell, Healy and Buatois, the managing members of SM VII, may be deemed to have shared dispositive power over these shares.

10

SHARED DISPOSITIVE POWER

 

See response to row 9.

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,939,474
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.3%
14 TYPE OF REPORTING PERSON (See Instructions) OO

 

 
 
CUSIP NO. 44915N101 13D Page 4 of 10

 

 


1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).

Dr. Michael F. Powell (“Powell”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

(b) x

3 SEC USE ONLY
4 SOURCE OF FUNDS WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. citizen
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

1,939,474 shares, all of which are directly owned by SVP VII. SM VII, the general partner of SVP VII, may be deemed to have sole voting power, and Powell, a managing member of SM VII, may be deemed to have shared voting power to vote these shares.

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

1,939,474 shares, all of which are directly owned by SVP VII. SM VII, the general partner of SVP VII, may be deemed to have sole dispositive power, and Powell, a managing member of SM VII, may be deemed to have shared power to dispose of these shares.

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,939,474
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.3%
14 TYPE OF REPORTING PERSON (See Instructions) IN

 

 
 
CUSIP NO. 44915N101 13D Page 5 of 10

 

 


1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).

Dr. James I. Healy (“Healy”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

(b) x

3 SEC USE ONLY
4 SOURCE OF FUNDS WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. citizen
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

33,246 ordinary shares (including 18,774 shares represented by an option exercisable in full immediately).

8

SHARED VOTING POWER

 

1,939,474 shares, all of which are directly owned by SVP VII. SM VII, the general partner of SVP VII, may be deemed to have sole voting power, and Healy, a managing member of SM VII, may be deemed to have shared voting power to vote these shares.

9

SOLE DISPOSITIVE POWER

 

33,246 ordinary shares (including 18,774 shares represented by an option exercisable in full immediately).

10

SHARED DISPOSITIVE POWER

 

1,939,474 shares, all of which are directly owned by SVP VII. SM VII, the general partner of SVP VII, may be deemed to have sole dispositive power, and Healy, a managing member of SM VII, may be deemed to have shared power to dispose of these shares.

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,972,720
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.5%
14 TYPE OF REPORTING PERSON (See Instructions) IN

 

 
 
CUSIP NO. 44915N101 13D Page 6 of 10

 

 


1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).

Eric P. Buatois (“Buatois”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

(b) x

3 SEC USE ONLY
4 SOURCE OF FUNDS WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Permanent Resident
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

1,939,474 shares, all of which are directly owned by SVP VII. SM VII, the general partner of SVP VII, may be deemed to have sole voting power, and Buatois, a managing member of SM VII, may be deemed to have shared voting power to vote these shares.

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

1,939,474 shares, all of which are directly owned by SVP VII. SM VII, the general partner of SVP VII, may be deemed to have sole dispositive power, and Buatois, a managing member of SM VII, may be deemed to have shared power to dispose of these shares.

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,939,474
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.3%
14 TYPE OF REPORTING PERSON (See Instructions) IN
 
 
CUSIP NO. 44915N101 13D Page 7 of 10

 

 

Statement on Schedule 13D

 

This Amendment No. 5 (“Amendment No. 5”) amends and supplements the statement on Schedule 13D initially filed on August 6, 2012, as amended December 24, 2013, January 30, 2014, March 6, 2014, and June 9, 2014 (as amended, the “Original Schedule 13D”) on behalf of Sofinnova Venture Partners VII, L.P., Sofinnova Management VII, L.L.C., Dr. Michael F. Powell, Dr. James I. Healy, and Eric P. Buatois (collectively, the “Reporting Persons”) relating to the beneficial ownership of common stock, par value $0.0001 per share (the “Common Stock”) of Hyperion Therapeutics, Inc., a Delaware corporation (“Issuer”). This Amendment No. 5 is being filed to report the Tender and Support Agreement entered into by Sofinnova Venture Partners VII, L.P. (“SVP VII”). Except as set forth below, this Amendment No. 5 does not supplement, restate or amend any of the other information disclosed in the Original Schedule 13D. Capitalized terms not defined in this Amendment No. 5 have the meanings ascribed to them in the Original Schedule 13D.

 

ITEM 2.      IDENTITY AND BACKGROUND.

 

Item 2(b) of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

 

(b) The address of the principal place of business for each of the Reporting Persons is c/o Sofinnova Ventures, 3000 Sand Hill Road, Bldg 4, Suite 250, Menlo Park, California 94025.

 

ITEM 4.      PURPOSE OF TRANSACTION.

 

Item 4 of the Original Schedule 13D is hereby amended to add the following statements:

 

On March 29, 2015, Horizon Pharma, Inc. (“Parent”), a Delaware corporation and indirect wholly-owned subsidiary of Horizon Pharma plc, Ghrian Acquisition Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”) and the Issuer, entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Parent, through Purchaser, will commence an offer (the “Offer”) to acquire all of the outstanding shares of the Issuer’s common stock, par value $0.0001 per share (the “Shares”), for $46.00 per share in cash, without interest, subject to any required withholding of taxes (the “Offer Price”) and the terms and conditions set forth in the Merger Agreement. For a more detailed description of the Merger Agreement and the Offer, please see the Form 8-K filed by the Issuer with the SEC on March 30, 2015 and the Form 8-K filed by Horizon Pharma Public Limited Company with the SEC on March 31, 2015 (the “Horizon Form 8-K”).

 

On March 29, 2015, in connection with the Offer, SVP VII entered into a Tender and Support Agreement with Parent and Purchaser (the “Support Agreement”). Under the terms of the Support Agreement, SVP VII has agreed, among other things, to tender its Common Stock in the Offer. SVP VII’s obligations under the Support Agreement terminate in the event that the Merger Agreement is terminated in accordance with its terms.

 

The foregoing description of the Support Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Support Agreement, which is attached as Exhibit 2.2 to the Horizon Form 8-K and is incorporated herein by reference.

 

ITEM 5.      INTEREST IN SECURITIES OF THE ISSUER.

 

Items 5(a), 5(b) and 5(c) of the Original Schedule 13D are hereby amended and restated in their entirety as follows:

 

(a,b) Regarding aggregate beneficial ownership, see Row 11 of the cover page of each Reporting Person. Regarding percentage beneficial ownership, see Row 13 of the cover page of each Reporting Person. Regarding sole power to vote shares, see Row 7 of the cover page of each Reporting Person. Regarding shared power to vote shares, see Row 8 of the cover page of each Reporting Person. Regarding sole power to dispose of shares, see Row 9 of the cover page of each Reporting Person. Regarding shared power to dispose of shares, see Row 10 of the cover page of each Reporting Person. The percentage listed in Row 13 for each Reporting Person was calculated based upon 20,774,744 shares of Common Stock outstanding as of February 27, 2015, as reported by the Issuer.

 

 
 

CUSIP NO. 44915N101 13D Page 8 of 10

 

 

(c) There were no transactions by the Reporting Persons of the Company’s Common Stock during the past 60 days other than as described below:

 

On March 29, 2015, SVP VII entered into the Support Agreement as described in Item 4.

 

ITEM 6.      CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

 

Item 6 of the Original Schedule 13D is hereby amended to add the following statements:

 

See Item 4 regarding the Support Agreement. The form of Support Agreement is attached as Exhibit 2.2 to the Horizon Form 8-K and is incorporated herein by reference.

 

ITEM 7.      MATERIAL TO BE FILED AS EXHIBITS.

 

Item 7 of the Original Schedule 13D is hereby amended to add the following exhibit:

 

EXHIBIT F Tender and Support Agreement, dated as of March 29, 2015, by and among Horizon Pharma, Inc., a Delaware corporation, Ghrian Acquisition Inc., a Delaware corporation and wholly owned subsidiary of Horizon Pharma, Inc., and Sofinnova Venture Partners VII, L.P., incorporated by reference to the form of Tender and Support Agreement attached as Exhibit 2.2 to the Form 8-K filed with the SEC by Horizon Pharma Public Limited Company on March 31, 2015.

 

 
 

CUSIP NO. 44915N101 13D Page 9 of 10

 

 

SIGNATURES

 

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.

 

Date:  April 2, 2015

 

  SOFINNOVA VENTURE PARTNERS VII, L.P.,
  a Delaware Limited Partnership
   
   
  By: SOFINNOVA MANAGEMENT VII, L.L.C.,
    a Delaware Limited Liability Company
    Its General Partner
     
     
  By: /s/ Nathalie Auber
    Nathalie Auber
    Attorney-in-Fact
     
     
     
  SOFINNOVA MANAGEMENT VII, L.L.C.,
  a Delaware Limited Liability Company
   
   
  By: /s/ Nathalie Auber
    Nathalie Auber
    Attorney-in-Fact
     
     
     
  DR. JAMES I. HEALY
  DR. MICHAEL F. POWELL
 

ERIC P. BUATOIS

   
   
  By: /s/ Nathalie Auber
    Nathalie Auber
    Attorney-in-Fact
     
     

* Signed pursuant to a Power of Attorney already on file with the appropriate agencies.

 

 
 

CUSIP NO. 44915N101 13D Page 9 of 10

 

 

EXHIBIT INDEX

 

Exhibit   Description 
     
F   Tender and Support Agreement, dated as of March 29, 2015, by and among Horizon Pharma, Inc., a Delaware corporation, Ghrian Acquisition Inc., a Delaware corporation and wholly owned subsidiary of Horizon Pharma, Inc., and Sofinnova Venture Partners VII, L.P., incorporated by reference to the form of Tender and Support Agreement attached as Exhibit 2.2 to the Form 8-K filed with the SEC by Horizon Pharma Public Limited Company on March 31, 2015.