SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)1
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Achillion Pharmaceuticals, Inc.
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(Name of Issuer)
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Common Stock, $.001 par value
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(Title of Class of Securities)
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00448Q201
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(CUSIP Number)
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Domain Associates, LLC
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Ropes & Gray LLP
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One Palmer Square
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1211 Avenue of the Americas
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Princeton, NJ 08542
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New York, NY 10036
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Attn: Kathleen K. Schoemaker
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Attn: Morri Weinberg, Esq.
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Tel: (609) 683-5656
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Tel: (212) 596-9000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 9, 2014
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(Date of Event Which Requires Filing of This Statement)
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1.
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NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (voluntary)
Domain Partners VIII, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)x
(b)o
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
Not Applicable
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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o
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE VOTING POWER
7,363,507*
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8.
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SHARED VOTING POWER
0
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9.
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SOLE DISPOSITIVE POWER
7,363,507*
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10.
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SHARED DISPOSITIVE POWER
0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,363,507*
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
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14.
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TYPE OF REPORTING PERSON
PN
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1.
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NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (voluntary)
DP VIII Associates, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)x
(b)o
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
Not Applicable
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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o
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE VOTING POWER
79,867*
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8.
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SHARED VOTING POWER
0
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9.
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SOLE DISPOSITIVE POWER
79,867*
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10.
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SHARED DISPOSITIVE POWER
0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
79,867*
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
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14.
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TYPE OF REPORTING PERSON
PN
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1.
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NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (voluntary)
Domain Associates, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)x
(b)o
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
Not Applicable
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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o
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE VOTING POWER
25,000
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8.
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SHARED VOTING POWER
0
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9.
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SOLE DISPOSITIVE POWER
25,000
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10.
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SHARED DISPOSITIVE POWER
0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,000
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1%
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14.
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TYPE OF REPORTING PERSON
OO
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DOMAIN PARTNERS VIII, L.P.
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By:
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One Palmer Square Associates VIII, LLC, General Partner
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By:
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/s/ Kathleen K. Schoemaker
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Managing Member
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DP VIII ASSOCIATES, L.P.
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By:
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One Palmer Square Associates VIII, LLC., General Partner
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By:
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/s/ Kathleen K. Schoemaker
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Managing Member
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DOMAIN ASSOCIATES, LLC
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By:
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/s/ Kathleen K. Schoemaker
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Managing Member
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