Edgar Filing: ACHILLION PHARMACEUTICALS INC

Ownership Submission

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

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

FRASHIER GARY E

2. Issuer Name and Ticker or Trading Symbol
ACHILLION PHARMACEUTICALS INC [ACHN]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O ACHILLION PHARMACEUTICALS, INC., 300 GEORGE STREET

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2014

(Street)

NEW HAVEN, CT 06511

4. If Amendment, Date Original Filed(Month/Day/Year)
06/17/2014

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/16/2014		M		3,750	A	$ 1.05	8,750 ⁽¹⁾	D
Common Stock	06/16/2014		S		3,750	D	$ 8	5,000 ⁽¹⁾	D
Common Stock	06/16/2014		M		16,250	A	$ 3.28	21,250 ⁽¹⁾	D
Common Stock	06/16/2014		S		16,250	D	$ 8	5,000 ⁽¹⁾	D
Common Stock	06/16/2014		M		35,000	A	$ 3.1	40,000 ⁽¹⁾	D
Common Stock	06/16/2014		S		35,000	D	$ 8	5,000 ⁽¹⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
FRASHIER GARY E C/O ACHILLION PHARMACEUTICALS, INC. 300 GEORGE STREET NEW HAVEN, CT 06511	X

Signatures

/s/ Mary Kay Fenton, attorney-in-fact		08/15/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	This amendment is being filed solely to correct Table I, column 5 of the Form 4 filed on June 17, 2014 (the "Original Form 4"). The amounts shown in Table I, column 5 of the Original Form 4 inadvertently omitted 5,000 shares of common stock beneficially owned by the reporting person. The amounts shown in Table I, column 5 of this amendment represent the correct number of shares of common stock beneficially owned by the reporting person following the transactions previously reported in Table I, column 5 of the Original Form 4. Except for the foregoing, no new or revised transactions or holdings are being reported by this amendment, and all other information reported in the Original Form 4 remains the same.
Remarks: The transactions reported on this Form 4 were executed pursuant to a Rule 10b5-1 trading plan adopted by Mr. Frashier on June 6, 2013.

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