UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Hyperion Therapeutics, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
44915N 101
(CUSIP Number)
Audrey Vallen
Chief Financial Officer
Panorama Capital Management, LLC
2440 Sand Hill Road, St. 302
Menlo Park, CA 94025
(650) 234-1455
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
July 26, 2012
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of ??240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ??
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See
?240.13d-7 for other parties to whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a reporting person?s
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on 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. 44915N 101
13D
1.
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Panorama Capital, L.P. (?Panorama?)
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ? (b) ?
3.
SEC USE ONLY
4.
SOURCE OF FUNDS (see instructions)
WC
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) ?
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER O
F
SHARES
BENEFICI
ALLY
OWNED BY
EACH
REPORTIN
G
PERSON
WITH
7
..
SOLE VOTING POWER
1,860,597
8
..
SHARED VOTING POWER
9
..
SOLE DISPOSITIVE POWER
1,860,597
1
0
..
SHARED DISPOSITIVE POWER
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,860,597
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ?
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.7%
14.
TYPE OF REPORTING PERSON (see instructions)
PN
?
CUSIP No. 44915N 101
13D
1.
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Panorama Capital Management, LLC (?PCM?)
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ? (b) ?
3.
SEC USE ONLY
4.
SOURCE OF FUNDS (see instructions)
WC
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) ?
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER O
F
SHARES
BENEFICI
ALLY
OWNED BY
EACH
REPORTIN
G
PERSON
WITH
7
..
SOLE VOTING POWER
0
8
..
SHARED VOTING POWER
1,860,597, which are owned directly by Panorama. PCM, the
general partner of Panorama, may be deemed to have shared
voting power, and Albinson, Ferguson, Soghikian, and Wicker,
the managing directors of PCM, may be deeded to have shared
power to vote these shares.
9
..
SOLE DISPOSITIVE POWER
0
1
0
..
SHARED DISPOSITIVE POWER
1,860,597, which are owned directly by Panorama. PCM, the
general partner of Panorama, may be deemed to have shared
dispositive power, and Albinson, Ferguson, Soghikian, and
Wicker, the managing directors of PCM, may be deeded to have
shared power to vote these shares.
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,860,597
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ?
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.7%
14.
TYPE OF REPORTING PERSON (see instructions)
OO
?
CUSIP No. 44915N 101
13D
1.
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Christopher J. Albinson
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ? (b) ?
3.
SEC USE ONLY
4.
SOURCE OF FUNDS (see instructions)
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) ?
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
US Citizen
NUMBER O
F
SHARES
BENEFICI
ALLY
OWNED BY
EACH
REPORTIN
G
PERSON
WITH
7
..
SOLE VOTING POWER
0
8
..
SHARED VOTING POWER
1,860,597, which are owned directly by Panorama. PCM, the
general partner of Panorama, may be deemed to have shared
voting power, and Albinson, a managing director of PCM, may
be deeded to have shared power to vote these shares.
9
..
SOLE DISPOSITIVE POWER
0
1
0
..
SHARED DISPOSITIVE POWER
1,860,597, which are owned directly by Panorama. PCM, the
general partner of Panorama, may be deemed to have shared
dispositive power, and Albinson, a managing directors of PCM,
may be deeded to ha ve shared power to dispose of these shares.
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,860,597
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ?
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.7%
14.
TYPE OF REPORTING PERSON (see instructions)
IN
?
CUSIP No. 44915N 101
13D
1.
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Rodney A. Ferguson
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ? (b) ?
3.
SEC USE ONLY
4.
SOURCE OF FUNDS (see instructions)
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) ?
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
US Citizen
NUMBER O
F
SHARES
BENEFICI
ALLY
OWNED BY
EACH
REPORTIN
G
PERSON
WITH
7
..
SOLE VOTING POWER
0
8
..
SHARED VOTING POWER
1,860,597, which are owned directly by Panorama. PCM, the
general partner of Panorama, may be deemed to have shared
voting power, and Ferguson, a managing director of PCM, may
be deeded to have shared power to vote these shares.
9
..
SOLE DISPOSITIVE POWER
0
1
0
..
SHARED DISPOSITIVE POWER
1,860,597, which are owned directly by Panorama. PCM, the
general partner of Panorama, may be deemed to have shared
dispositive power, and Ferguson, a managing directors of PCM,
may be deeded to ha ve shared power to dispose of these shares.
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,860,597
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ?
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.7%
14.
TYPE OF REPORTING PERSON (see instructions)
IN
?
CUSIP No. 44915N 101
13D
1.
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Shahan D. Soghikian
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ? (b) ?
3.
SEC USE ONLY
4.
SOURCE OF FUNDS (see instructions)
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) ?
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
US Citizen
NUMBER O
F
SHARES
BENEFICI
ALLY
OWNED BY
EACH
REPORTIN
G
PERSON
WITH
7
..
SOLE VOTING POWER
0
8
..
SHARED VOTING POWER
1,860,597, which are owned directly by Panorama. PCM, the
general partner of Panorama, may be deemed to have shared
voting power, and Soghikian, a managing director of PCM, may
be deeded to have shared power to vote these shares.
9
..
SOLE DISPOSITIVE POWER
0
0
0
1
0
..
SHARED DISPOSITIVE POWER
1,860,597, which are owned directly by Panorama. PCM, the
general partner of Panorama, may be deemed to have shared
dispositive power, and Soghikian, a managing directors of
PCM, may be deeded to ha ve shared power to dispose of these
shares.
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,860,597
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ?
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.7%
14.
TYPE OF REPORTING PERSON (see instructions)
IN
?
CUSIP No. 44915N 101
13D
1.
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Damion Wicker
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ? (b) ?
3.
SEC USE ONLY
4.
SOURCE OF FUNDS (see instructions)
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) ?
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
US Citizen
NUMBER O
F
SHARES
BENEFICI
ALLY
OWNED BY
EACH
REPORTIN
G
PERSON
WITH
7
..
SOLE VOTING POWER
0
8
..
SHARED VOTING POWER
1,860,597, which are owned directly by Panorama. PCM, the
general partner of Panorama, may be deemed to have shared
voting power, and Wicker, a managing director of PCM, may be
deeded to have shared power to vote these shares.
9
..
SOLE DISPOSITIVE POWER
0
1
0
..
SHARED DISPOSITIVE POWER
1,860,597, which are owned directly by Panorama. PCM, the
general partner of Panorama, may be deemed to have shared
dispositive power, and Wicker, a managing directors of PCM,
may be deeded to ha ve shared power to dispose of these
shares.
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,860,597.
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ?
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.7%
14.
TYPE OF REPORTING PERSON (see instructions)
IN
?
Panorama Capital Management LLC, a Delaware limited liability
company (?PCM?), hereby files this Statement on Schedule 13D (the
?Statement?) on behalf of the Reporting Persons identified in Item 2
of the Statement pursuant to the Agreement With Respect To Schedule
13D attached to the Statement as Exhibit A. PCM is the general
partner of Panorama Capital L.P. (?Panorama?), a Delaware limited
partnership.
Item 1
..
Security and Issuer.
(a) This Statement relates to the common stock, par value $0.0001
per share, of Hyperion Therapeutics, Inc., a Delaware corporation
(the ?Issuer?).
(b) The principal executive offices of the Issuer are located at
601 Gateway Boulevard, Suite 200, South San Francisco, California
94080.
Item 2
..
Identity and Background.
This Statement is filed on behalf of Panorama, PCM, Christopher
J. Albinson (?Albinson?), Rodney A. Ferguson (?Ferguson?), Shahan
D. Soghikian (?Soghikian?), and Damion Wicker (?Wicker?)
(collectively the ?Reporting Persons,? and each, a ?Reporting
Person?).
The principal executive offices of the Reporting Persons are
located at 2440 Sand Hill Road, Suite 302, Menlo Park, CA 94025.
Panorama is a Delaware limited partnership whose primary business
is to make venture capital and/or private equity investments. PCM,
the general partner of Panorama, is a Delaware limited liability
company. Albinson, Ferguson, Soghikian, and Wicker are individuals
who are the managing directors of PCM and are each U.S. citizens.
During the last five years, none of the Reporting Persons, nor
any of their individual managers or executive officers, has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) nor have any of such persons been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject to
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.
In accordance with the provisions of General Instruction C to
Schedule 13D, information concerning the members of PCM are listed
on Schedule 1 hereto and is incorporated by this reference.
Item 3
..
Source or Amount of Funds or Other Consideration.
Panorama, prior to the initial public offering of the Issuer (the
?IPO?), acquired (1) convertible warrants of the Issuer which, at
the IPO, converted into 43,089 shares of common stock of the Issuer;
(2) convertible preferred stock of the Issuer which, at the IPO,
converted into 831,410 shares of common stock of the Issuer; and
(3) convertible notes of the Issuer which, at the IPO, converted into
436,098 shares of common stock of the Issuer. In connection with
the IPO, Panorama purchased 550,000 shares of common stock of the
Issuer.
The funds used by Panorama to pay the cash purchase price of their
stock of the Issuer were obtained from capital contributions from
the partners of Panorama pursuant to pre-existing capital
commitments under the terms of the respective limited partnership
agreements of Panorama.
Item 4
..
Purpose of Transaction.
The purpose of the transactions were to acquire the shares for
investment purposes with the aim of increasing the value of the
investment and the Issuer.
Subject to applicable legal requirements, one or more of the
Reporting Persons may purchase additional securities of the Issuer
from time to time in open market or private transactions, depending
on their evaluation of the Issuer?s business, prospects and financial
condition, the market for the Issuer?s securities, other
developments concerning the Issuer, the reaction of the Issuer to
the Reporting Persons? ownership of the Issuer?s securities, other
opportunities available to the Reporting Persons, and general
economic, money market and stock market conditions. In addition,
depending upon the factors referred to above, the Reporting Persons
may dispose of all or a portion of their securities of the Issuer
at any time. Each of the Reporting Persons reserves the right to
increase or decrease its holdings on such terms and at such times
as each may decide.
Other than as described above in this Item 4, none of the Reporting
Persons have any plan or proposal relating to or that 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 Board
of Directors or management of the Issuer, including any plans or
proposals to change the number or terms of directors or to fill any
existing vacancies on the Board of Directors of the Issuer; (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) any changes in the Issuer?s charter,
by-laws or instruments corresponding thereto or other actions which
may impede the acquisition of control of the Issuer by any person;
(h) a class of securities of the Issuer being delisted from a national
securities exchange or ceasing 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 Exchange Act; or (j) any action similar to
those enumerated above.
Gaurav Aggarwal, M.D., a partner in Panorama, is a director of
the Issuer.
?
Item 5
..
Interest in Securities of the Issuer.
Reporting
Person
Shares
Held
Directl
y
Sole
Voting
Power
Shared
Voting
Power
Sole
Disposi
tive
Power
Shared
Disposi
tive
Power
Benefici
al
Ownershi
p
Perce
ntage
Of
Class
(1)
Panorama
Capital,
L.P.
1,86
0,59
7
1,86
0,59
7
0
1,86
0,59
7
0
1,860
,597
11.7
%
Panorama
Capital
Management
, LLC
0
0
1,86
0,59
7
0
1,86
0,59
7
1,860
,597
11.7
%
Christopher
J. Albinson
0
0
1,86
0,59
7
0
1,86
0,59
7
1,860
,597
11.7
%
Rodney A.
Ferguson
0
0
1,86
0,59
7
0
1,86
0,59
7
1,860
,597
11.7
%
Shahan D.
Soghikian
0
0
1,86
0,59
7
0
1,86
0,59
7
1,860
,597
11.7
%
Damion
Wicker
0
0
1,86
0,59
7
0
1,86
0,59
7
1,860
,597
11.7
%
(1) This percentage is calculated based upon 16,592,042 shares of
the Issuer?s common stock outstanding as of July 26, 2012 as computed
in accordance with Rule 13d-3(d)(1)(i) promulgated under the
Securities Exchange Act of 1934.
The information required by Item 5 with respect to persons with
whom voting or dispositive power is shared is set forth in Items 2
and 3.
To the best knowledge of the Reporting Persons, no person
described in this Item 5 has effected any transaction in the common
stock of the Issuer during the past 60 days other than as described
in Item 3.
To the best knowledge of the Reporting Persons, no person other
than the Reporting Persons has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale
of, the common stock of the Issuer.
Item 6
..
Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The information provided and incorporated by reference in Items
3, 4 and 5 is hereby incorporated by reference.
Other than as described in this Schedule 13D, to the best of the
Reporting Persons? knowledge, there are no other contracts,
arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 and between such persons and any
person with respect to any securities of the Issuer.
Item 7
..
Material to Be Filed as Exhibits.
Agreement regarding filing of joint Schedule 13D (incorporated by
reference to Exhibit A to the Statement).
?
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Date: August 7, 2012
/s/ Audrey Vallen
Audrey Vallen, CFO
Panorama Capital Management,
LLC
for itself, for and on behalf of Panorama Capital, L.P. in its
capacity as the general partner of Panorama Capital, L.P.
?
SCHEDULE 1
Managing directors of PCM
Christopher J. Albinson
c/o Panorama Capital Management LLC
2440 Sand Hill Road, St. 302
Menlo Park, CA 94025
Principal Occupation: Managing Director of Panorama Capital, LLC
Citizenship: U.S.A.
Rodney A. Ferguson
c/o Panorama Capital Management LLC
2440 Sand Hill Road, St. 302
Menlo Park, CA 94025
Principal Occupation: Managing Director of Panorama Capital, LLC
Citizenship: U.S.A.
Shahan D. Soghikian
c/o Panorama Capital Management LLC
2440 Sand Hill Road, St. 302
Menlo Park, CA 94025
Principal Occupation: Managing Director of Panorama Capital, LLC
Citizenship: U.S.A.
Damion Wicker
c/o Panorama Capital Management LLC
2440 Sand Hill Road, St. 302
Menlo Park, CA 94025
Principal Occupation: Managing Director of Panorama Capital, LLC
Citizenship: U.S.A.
?
EXHIBIT INDEX
Exhi
bit
No.
Description
Pa
ge
A
Joint Filing Agreement
?
Exhibit A
JOINT FILING AGREEMENT
The undersigned hereby agree to a single Schedule 13D (or any
amendment thereto) relating to the Common Stock of Hyperion
Therapeutics, Inc. shall be filed on behalf of each of the undersigned
that this Agreement shall be filed as an exhibit to such Schedule
13D
Date: August 7, 2012
PANORAMA CAPITAL, L.P.,
a Delaware Limited Partnership
Executed as a deed
By: Panorama Capital
Management, LLC
a Delaware Limited Liability
Company
Its General Partner
By: /s/Audrey Vallen
Audrey Vallen
CFO
PANORAMA CAPITAL MANAGEMENT, LLC,
a Deleware Limited Liability
Company
Executed as a deedE
By: /s/ Audrey Vallen
Audrey Vallen
CFO
CHRISTOPHER J. ALBINSON:
Executed as a deedE
/s/ Christopher J. Albinson
Panorama Capital, LLC
Managing Director
RODNEY A. FERGUSON:
Executed as a deedE
/s/ Rodney A. Ferguson
Panorama Capital, LLC
Managing Director
SHAHAN D. SOGHIKIAN:
Executed as a deedE
/s/ Shahan D. Soghikian
Panorama Capital, LLC
Managing Director By:
DAMION WICKER:
Executed as a deedE
/a/ Damion Wicker
Panorama Capital, LLC
Managing Director
1050801 v4/HN