Item 1. Security and Issuer.
This statement relates to the common stock, $.0001 par value (the “Common Stock”) of Hyperion Therapeutics Inc. (the “Issuer”) having its principal executive office at 601 Gateway Boulevard, Suite 200, South San Francisco, CA 94080.
Item 2. Identity and Background.
This statement is being filed by:
(a) New Enterprise Associates 12, Limited Partnership (“NEA 12”, the “Fund” or the “Record Holder”);
(b) NEA Partners 12, Limited Partnership (“NEA Partners 12” or the “GPLP”), which is the sole general partner of NEA 12; and NEA 12 GP, LLC (“NEA 12 LLC” and, together with the GPLP, the “Control Entities”), which is the sole general partner of NEA Partners 12; and
(c) Michael James Barrett (“Barrett”), Peter J. Barris (“Barris”), Forest Baskett (“Baskett”), Ryan D. Drant (“Drant”), Patrick J. Kerins (“Kerins”), Krishna S. Kolluri (“Kolluri”), C. Richard Kramlich (“Kramlich”), Charles W. Newhall III (“Newhall”), Mark W. Perry (“Perry”) and Scott D. Sandell (“Sandell”) (together, the “Managers”). The Managers are the managers of NEA 12 LLC.
The persons named in this Item 2 are referred to individually herein as a “Reporting Person” and collectively as the “Reporting Persons.”
The address of the principal business office of the Record Holder, each Control Entity and Newhall is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of each of Barrett, Barris, Drant and Kerins is New Enterprise Associates, 5425 Wisconsin Avenue, Suite 800, Chevy Chase, MD 20815. The address of the principal business office of Baskett, Kolluri, Kramlich, Perry and Sandell is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025.
The principal business of the Fund is to invest in and assist growth-oriented businesses located principally in the United States. The principal business of NEA Partners 12 is to act as the sole general partner of NEA 12. The principal business of NEA 12 LLC is to act as the sole general partner of NEA Partners 12. The principal business of each of the Managers is to manage the Control Entities, the Fund and a number of affiliated partnerships with similar businesses.
During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
The Fund and the GPLP are limited partnerships organized under the laws of the State of Delaware. NEA 12 LLC is a limited liability company organized under the laws of the State of Delaware. Each of the Managers is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
On July 25, 2012, the Registration Statement on Form S-1 filed with the Securities and Exchange Commission by the Issuer (File No. 333-180694) in connection with its initial public offering of 5,000,000 shares of Common Stock of the Issuer (the “IPO”) was declared effective. The closing of the IPO took place on July 31, 2012, and at such closing NEA 12 purchased an aggregate of 500,000 shares of Common Stock at the IPO price of $10.00 per share. In addition, immediately prior to the closing of the IPO, the 611,185 shares of Series C-1 Preferred Stock (“Series C-1 Stock”), 898,808 shares of Series C-2 Preferred Stock (“Series C-2 Stock”), Warrants to purchase 125,291 shares of Common Stock (the “Warrant Shares”) and Convertible Promissory Notes (the “Notes”) held by NEA 12 automatically converted into 2,384,221 shares of Common Stock of the Issuer. Prior to the IPO, 3,934 shares of Common Stock, the Series C-1 Stock, Series C-2 Stock, Notes and Warrant Shares were purchased from the Issuer in a series of private transactions for an aggregate purchase price of $28,668,824.88. NEA 12 now holds a total of 2,884,221 shares of the Issuer’s Common Stock (the “NEA 12 Shares”).
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The working capital of NEA 12 was the source of the funds for the purchase of the NEA 12 Shares. No part of the purchase price of the NEA 12 Shares was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the NEA 12 Shares.
Item 4. Purpose of Transaction.
The Fund acquired the NEA 12 Shares for investment purposes. Depending on market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors, NEA 12 and other Reporting Persons may dispose of or acquire additional shares of the Issuer. Except as set forth above, none of the Reporting Persons has any present plans which relate to or would result in:
| | (a) | The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; |
| | (b) | An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; |
| | (c) | A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; |
| | (d) | Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; |
| | (e) | Any material change in the present capitalization or dividend policy of the Issuer; |
| | (f) | Any other material change in the Issuer’s business or corporate structure; |
| | (g) | Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; |
| | (h) | Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; |
| | (i) | A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or |
| | (j) | Any action similar to any of those enumerated above. |
Item 5. Interest in Securities of the Issuer.
| | (a) | NEA 12 is the record owner of the NEA 12 Shares. As the sole general partner of NEA 12, NEA Partners 12 may be deemed to own beneficially the NEA 12 Shares. As the sole general partner of NEA Partners 12, NEA 12 LLC may be deemed to own beneficially the NEA 12 Shares. As members of NEA 12 LLC, each of the Managers may be deemed to own beneficially the NEA 12 Shares. |
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Each Reporting Person disclaims beneficial ownership of the NEA 12 Shares other than those shares which such person owns of record.
The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person’s cover sheet. Such percentage was calculated based on the 15,842,042 shares of Common Stock reported to be outstanding immediately after the IPO on the Issuer’s prospectus filed under Rule 424(b)(4), filed with the Securities Exchange Commission on July 27, 2012.
| | (b) | Regarding the number of shares as to which such person has: |
| | (i) | sole power to vote or to direct the vote: See line 7 of cover sheets |
| | (ii) | shared power to vote or to direct the vote: See line 8 of cover sheets |
| | (iii) | sole power to dispose or to direct the disposition: See line 9 of cover sheets. |
| | (iv) | shared power to dispose or to direct the disposition: See line 10 of cover sheets |
| | (c) | Except as set forth in Item 3 above, none of the Reporting Persons has effected any transaction in the Common Stock during the last 60 days. |
| | (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, Shares beneficially owned by any of the Reporting Persons. |
| Item 6. | Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer. |
| | NEA 12 has entered into a lock-up agreement with the underwriters of the IPO pursuant to which NEA 12 has generally agreed, subject to certain exceptions, not to offer or sell any shares of common stock or securities convertible into or exchangeable or exercisable for shares of common stock for a period of 180 days from July 25, 2012 without the prior written consent of Leerink Swann LLC and Cowen and Company, LLC. Leerink Swann LLC and Cowen and Company, LLC, in their sole discretion, together may release some or all of the securities from this lock-up agreement at any time. In general, if (i) during the last 17 days of the 180-day restricted period, the Issuer releases earnings results or announces material news or a material event relating to the Issuer occurs; or (ii) prior to the expiration of the 180-day restricted period, the Issuer announces that it will release earnings results during the 15-day period beginning on the last day of the 180-day restricted period, the restrictions described above shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or material event. |
Item 7. Material to be Filed as Exhibits.
| | Exhibit 1 – Agreement regarding filing of joint Schedule 13D. |
Exhibit 2 – Power of Attorney regarding Schedule 13D filings.
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
EXECUTED this 7th day of August, 2012.
NEW ENTERPRISE ASSOCIATES 12, Limited Partnership
| By: | NEA PARTNERS 12, Limited Partnership |
By: *
Peter J. Barris
Manager
NEA PARTNERS 12, Limited Partnership
By: *
Peter J. Barris
Manager
NEA 12 GP, LLC
By: *
Peter J. Barris
Manager
Michael James Barrett
Peter J. Barris
Forest Baskett
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Ryan D. Drant
Patrick J. Kerins
Krishna S. Kolluri
C. Richard Kramlich
Charles W. Newhall III
Mark W. Perry
Scott D. Sandell
*/s/ Louis S. Citron
Louis S. Citron
As attorney-in-fact
This Schedule 13D was executed by Louis S. Citron on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.
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EXHIBIT 1
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of stock of Hyperion Therapeutics, Inc.
EXECUTED this 7th day of August, 2012.
NEW ENTERPRISE ASSOCIATES 12, Limited Partnership
| By: | NEA PARTNERS 12, Limited Partnership |
By: *
Peter J. Barris
Manager
NEA PARTNERS 12, Limited Partnership
By: *
Peter J. Barris
Manager
NEA 12 GP, LLC
By: *
Peter J. Barris
Manager
Michael James Barrett
Peter J. Barris
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Forest Baskett
Ryan D. Drant
Patrick J. Kerins
Krishna S. Kolluri
C. Richard Kramlich
Charles W. Newhall III
Mark W. Perry
Scott D. Sandell
*/s/ Louis S. Citron
Louis S. Citron
As attorney-in-fact
This Agreement relating to Schedule 13D was executed by Louis S. Citron on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached hereto as Exhibit 2.
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EXHIBIT 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Charles W. Newhall III, Louis S. Citron, Eugene A. Trainor III, Timothy Schaller and Shawn Conway, and each of them, with full power to act without the others, his true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his capacity as a direct or indirect general partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 4th day of May, 2009.
/s/ M. James Barrett
M. James Barrett
/s/ Peter J. Barris
Peter J. Barris
/s/ Forest Baskett
Forest Baskett
/s/ Rohini Chakravarthy
Rohini Chakravarthy
/s/ Patrick Chung
Patrick Chung
/s/ Ryan Drant
Ryan Drant
/s/ Shawn Conway
Shawn Conway
/s/ Anthony A. Florence
Anthony A. Florence
/s/ Robert Garland
Robert Garland
/s/ Paul Hsiao
Paul Hsiao
/s/ Vladimir Jacimovic
Vladimir Jacimovic
/s/ Patrick J. Kerins
Patrick J. Kerins
/s/ Suzanne King
Suzanne King
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/s/ Krishna S. Kolluri
Krishna S. Kolluri
/s/ C. Richard Kramlich
C. Richard Kramlich
/s/ Charles M. Linehan
Charles M. Linehan
/s/ Edward Mathers
Edward Mathers
/s/ David M. Mott
David M. Mott
/s/ John M. Nehra
John M. Nehra
/s/ Charles W. Newhall III
Charles W. Newhall III
/s/ Jason R. Nunn
Jason R. Nunn
/s/ Mark W. Perry
Mark W. Perry
/s/ Jon Sakoda
Jon Sakoda
/s/ Scott D. Sandell
/s/ Peter W. Sonsini
Peter W. Sonsini
/s/ A. Brooke Seawell
A. Brooke Seawell
/s/ Eugene A. Trainor III
Eugene A. Trainor III
/s/ Ravi Viswanathan
Ravi Viswanathan
/s/ Paul E. Walker
Paul E. Walker
/s/ Harry Weller
Harry Weller
