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)
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May 21, 2015
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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) [ ]
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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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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[ ]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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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
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5,663,507*
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8.
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SHARED VOTING POWER
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0
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9.
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SOLE DISPOSITIVE POWER
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5,663,507*
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10.
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SHARED DISPOSITIVE POWER
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0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,663,507*
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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)
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4.7%
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14.
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TYPE OF REPORTING PERSON
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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) [ ]
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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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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[ ]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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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
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79,867*
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8.
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SHARED VOTING POWER
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0
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9.
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SOLE DISPOSITIVE POWER
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79,867*
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10.
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SHARED DISPOSITIVE POWER
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0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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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)
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Less than 0.1%
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14.
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TYPE OF REPORTING PERSON
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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) [ ]
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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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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[ ]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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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
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25,000
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8.
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SHARED VOTING POWER
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0
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9.
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SOLE DISPOSITIVE POWER
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25,000
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10.
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SHARED DISPOSITIVE POWER
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0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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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)
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Less than 0.1%
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14.
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TYPE OF REPORTING PERSON
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OO
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Item 5.
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Interest in Securities of the Issuer.
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Item 5(a) is hereby amended and restated to read in its entirety as follows:
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(a)
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The information requested by this paragraph is incorporated herein by reference to the information provided on the cover pages to this Amendment No. 4 to Schedule 13D. This information is based on a total of 117,558,885 shares of Common Stock outstanding as of May 1, 2015, as reported in the Issuer’s Report on Form 10-Q for the period ended March 31, 2015 filed with the Commission on May 7, 2015, and gives effect to the exercise of all Warrants held by the Reporting Persons. In addition to the shares that OPSA VIII indirectly beneficially owns in its capacity as the general partner of DP VIII and DP VIIIA, OPSA VIII directly beneficially owns 483,521 shares of Common Stock, or approximately 0.4% of the Common Stock outstanding.
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Item 5(c) is hereby amended and restated to read in its entirety as follows:
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(c)
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On May 21, 2015, DP VIII distributed in kind 1,700,000 shares of Common Stock pro rata to its partners, including 222,630 shares to OPSA VIII.
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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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