OMB APPROVAL |
||
OMB Number: 3235-0145 |
||
Expires: February 28, 2009 |
||
Estimated average burden hours per response... 11 |
||
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in 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. |
00448Q201 |
13G | Page | 2 |
of | 14 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Atlas Venture Fund V, L.P. |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 shares | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 2,039,824 shares | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 shares | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
2,039,824 shares | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
2,039,824 shares | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
7.73% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
CUSIP No. |
00448Q201 |
13G | Page | 3 |
of | 14 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Atlas Venture Entrepreneurs Fund V, L.P. |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 shares | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 2,039,824 shares | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 shares | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
2,039,824 shares | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
2,039,824 shares | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
7.73% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
CUSIP No. |
00448Q201 |
13G | Page | 4 |
of | 14 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Atlas Venture Associates V, L.P. |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 shares | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 2,039,824 shares | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 shares | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
2,039,824 shares | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
2,039,824 shares | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
7.73% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
CUSIP No. |
00448Q201 |
13G | Page | 5 |
of | 14 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Atlas Venture Associates V, Inc. |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 shares | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 2,039,824 shares | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 shares | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
2,039,824 shares | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
2,039,824 shares | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
7.73% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
CO |
CUSIP No. |
00448Q201 |
13G | Page | 6 |
of | 14 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Axel Bichara |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Germany | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 shares | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 2,039,824 shares | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 shares | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
2,039,824 shares | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
2,039,824 shares | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
7.73% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN |
CUSIP No. |
00448Q201 |
13G | Page | 7 |
of | 14 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Jean-Francois Formela |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
France | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 shares | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 2,039,824 shares | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 shares | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
2,039,824 shares | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
2,039,824 shares | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
7.73% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN |
CUSIP No. |
00448Q201 |
13G | Page | 8 |
of | 14 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Christopher Spray |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United Kingdom | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 shares | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 2,039,824 shares | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 shares | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
2,039,824 shares | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
2,039,824 shares | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
7.73% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN |
Item 1(a). | Name of Issuer: Achillion Pharmaceuticals, Inc. |
Item 1(b). | Address of Issuers Principal Executive Offices: |
Item 2(a). | Name of Person Filing: |
Item 2(b). | Address of Principal Business Office or, if None, Residence: |
Item 2(c). | Citizenship: Atlas V, AVE V and AVA V LP is each a limited partnership formed under the laws of the State of Delaware. AVA V Inc. is a corporation formed under the laws of the State of Delaware. Mr. Bichara is a citizen of Germany. Mr. Formela is a citizen of France. Mr. Spray is a citizen of the United Kingdom. |
Item 2(d). | Title of Class of Securities: Common Stock, $0.001 par value per share (the Common Stock). |
Item 2(e). | CUSIP Number: 00448Q201 |
Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
Item 4. | Ownership. |
(a) | Amount Beneficially Owned: Atlas V is the record holder of 1,942,770 shares of Common Stock and 70,222 warrants to purchase shares of Common Stock as of December 31, 2008 (the Atlas V Shares). AVE V is the record holder of 25,900 shares of Common Stock and 932 warrants to purchase shares of Common Stock as of December 31, 2008 (the AVE V Shares). |
Page 9 of 14 pages
By virtue of their relationship as affiliated limited partnerships, each Fund may be deemed to share the power to direct the disposition of and vote the Atlas V Shares and the AVE V Shares, for an aggregate of 2,039,824 shares of Common Stock (the Record Shares). As general partner of the Funds, and by virtue of the Funds relationship as affiliated limited partnerships, AVA V LP may also be deemed to beneficially own the Record Shares. As the general partner of AVA V LP, AVA V Inc. may also be deemed to beneficially own the Record Shares. In their capacities as directors of AVA V Inc. each of Messrs. Bichara, Formela and Spray may be deemed to beneficially own the Record Shares. |
(b) | Percent of Class: |
(c) | Number of shares as to which the person has: |
(i) | sole power to vote or to direct the vote: | ||
0 |
(ii) | shared power to vote or to direct the vote: | ||
2,039,824 for each Filing Person | |||
(iii) | sole power to dispose or direct the disposition of: | ||
0 |
(iv) | shared power to dispose or direct the disposition of: | ||
2,039,824 for each Filing Person |
Item 5. | Ownership of Five Percent or Less of a Class. |
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Item 7. | Identification and Classification of the Subsidiary which Acquired the Security Being Reported on By the Parent Holding Company. |
Item 8. | Identification and Classification of Members of the Group. |
Page 10 of 14 pages
Item 9. | Notice of Dissolution of Group. |
Item 10. | Certification. |
Page 11 of 14 pages
* | ||||||
Axel Bichara | ||||||
* | ||||||
Jean-Francois Formela | ||||||
* | ||||||
Christopher Spray | ||||||
Atlas Venture Fund V, L.P. | ||||||
Atlas Venture Entrepreneurs Fund V, L.P. | ||||||
By: Atlas Venture Associates V, L.P. | ||||||
their general partner | ||||||
By: Atlas Venture Associates V, Inc. | ||||||
its general partner | ||||||
By: | * | |||||
Name: | ||||||
Title: | Vice-President | |||||
Atlas Venture Associates V, L.P. | ||||||
By: Atlas Venture Associates V, Inc. | ||||||
its general partner | ||||||
By: | *
|
|||||
Name: | Kristen Laguerre | |||||
Title: | Vice-President | |||||
Atlas Venture Associates V, Inc. | ||||||
By: | * | |||||
Name: | ||||||
Title: | Vice-President |
* By:
|
/s/ Kristen Laguerre
|
|||
By Kristen Laguerre in her | ||||
individual capacity and as | ||||
Attorney-in-Fact |
Page 12 of 14 pages
* | ||||
Axel Bichara | ||||
* | ||||
Jean-Francois Formela | ||||
* | ||||
Christopher Spray | ||||
Atlas Venture Fund V, L.P. | ||||
Atlas Venture Entrepreneurs Fund V, L.P. | ||||
By: Atlas Venture Associates V, L.P. | ||||
their general partner | ||||
By: Atlas Venture Associates V, Inc. | ||||
its general partner | ||||
By: | * | |||
Name: | Kristen Laguerre | |||
Title: | Vice-President | |||
Atlas Venture Associates V, L.P. |
||||
By: Atlas Venture Associates V, Inc. | ||||
its general partner | ||||
By: | * | |||
Name: | Kristen Laguerre | |||
Title: | Vice-President | |||
Atlas Venture Associates V, Inc. | ||||
By: | * | |||
Name: | Kristen Laguerre | |||
Title: | Vice-President |
* By:
|
/s/ Kristen Laguerre
|
|||
By Kristen Laguerre in her | ||||
individual capacity and as | ||||
Attorney-in-Fact |
Page 13 of 14 pages
/s/ Peter Barrett | ||||
Peter Barrett | ||||
/s/ Axel Bichara | ||||
Axel Bichara | ||||
/s/ Jeffrey Fagnan | ||||
Jeffrey Fagnan | ||||
/s/ Jean-Francois Formela | ||||
Jean-Francois Formela | ||||
/s/Christopher Spray | ||||
Christopher Spray |
Page 14 of 14 pages