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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
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 Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series C Convertible Preferred Stock | (2) | 10/31/2006 | C | 5,125,639 (4) (5) | (2) | (3) | Common Stock | 766,143 (5) (7) | $ 0 | 0 | I | See Footnote (8) | |||
Series C-2 Convertible Preferred Stock | (2) | 10/31/2006 | C | 17,941 (5) | (2) | (3) | Common Stock | 2,242 (5) | $ 0 | 0 | D | ||||
Series C-2 Convertible Preferred Stock | (2) | 10/31/2006 | C | 1,250,476 (5) (6) | (2) | (3) | Common Stock | 156,308 (5) (6) | $ 0 | 0 | I | See Footnote (6) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
WHITE CHRISTOPHER A C/O ACHILLION PHARMACEUTICALS 300 GEORGE STREET NEW HAVEN, CT 06511 |
X |
/s/ Christopher A. White | 11/01/2006 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Consists of 222,428 shares held by SG Cowen Ventures I L.P. and 700,023 shares held by SGC Partners I LLC. Mr. White disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
(2) | Upon the closing of the issuer's initial public offering, each share of Series C Convertible Preferred Stock automatically converted into approximately 0.149 shares of common stock and each share of Series C-2 Convertible Preferred Stock automatically converted into approximately 0.125 shares of common stock. The Series C and Series C-2 Convertible Preferred Stock conversion rates reflect the 1-for-8 reverse stock split, which became effective on October 24, 2006. |
(3) | Not applicable |
(4) | Consists of 1,488,088 shares held by SG Cowen Ventures I LP and 3,637,551 shares held by SGC Partners I LLC. Mr. White disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
(5) | Includes shares of preferred stock issued as a dividend which was paid upon the conversion of the preferred stock. |
(6) | Consists of shares held by SGC Partners I LLC. Mr. White disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
(7) | Consists of 222,428 shares held by SG Cowen Ventures I L.P. and 543,715 shares held by SGC Partners I LLC. Mr. White disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
(8) | Consists of shares held by SG Cowen Ventures I LP and SGC Partners I LLC. Mr. White disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |