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:
o Rule 13d-1(b)
o Rule 13d-1(c)
þ Rule 13d-1(d)
* 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. |
03152W109 |
13G | Page | 2 |
of | 19 |
Pages |
1 | NAME OF REPORTING PERSON Canaan Equity III L.P. |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 532,318 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 532,318 | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
532,318 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
2.4% | |||||
12 | TYPE OF REPORTING PERSON * | ||||
PN |
CUSIP No. |
03152W109 |
13 G | Page | 3 |
of | 19 |
Pages |
1 | NAME OF REPORTING PERSON Canaan Equity III Entrepreneurs LLC |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 19,873 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 19,873 | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
19,873 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
Less than 1% | |||||
12 | TYPE OF REPORTING PERSON* | ||||
OO |
CUSIP No. |
03152W109 |
13G | Page | 4 |
of | 19 |
Pages |
1 | NAME OF REPORTING PERSON Canaan Equity Partners III LLC |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 552,191 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 552,191 | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
552,191 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
2.4% | |||||
12 | TYPE OF REPORTING PERSON* | ||||
OO |
CUSIP No. |
03152W109 |
13G | Page | 5 |
of | 19 |
Pages |
1 | NAME OF REPORTING PERSON Stephen L. Green |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States |
|||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 552,191 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
552,191 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
552,191 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
2.4% | |||||
12 | TYPE OF REPORTING PERSON * | ||||
IN |
CUSIP No. |
03152W109 |
13G | Page | 6 |
of | 19 |
Pages |
1 | NAME OF REPORTING PERSON Deepak Kamra |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 552,191 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
552,191 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
552,191 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
2.4% | |||||
12 | TYPE OF REPORTING PERSON * | ||||
IN |
CUSIP No. |
03152W109 |
13G | Page | 7 |
of | 19 |
Pages |
1 | NAME OF REPORTING PERSON Gregory Kopchinsky |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 552,191 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
552,191 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
552,191 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
2.4% | |||||
12 | TYPE OF REPORTING PERSON * | ||||
IN |
CUSIP No. |
03152W109 |
13G | Page | 8 |
of | 19 |
Pages |
1 | NAME OF REPORTING PERSON Guy M. Russo |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 552,191 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
552,191 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
552,191 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
2.4% | |||||
12 | TYPE OF REPORTING PERSON * | ||||
IN |
CUSIP No. |
03152W109 |
13G | Page | 9 |
of | 19 |
Pages |
1 | NAME OF REPORTING PERSON John V. Balen |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 552,191 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
552,191 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
552,191 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
2.4% | |||||
12 | TYPE OF REPORTING PERSON * | ||||
IN |
CUSIP No. |
03152W109 |
13G | Page | 10 |
of | 19 |
Pages |
1 | NAME OF REPORTING PERSON Eric A. Young |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 552,191 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
552,191 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
552,191 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
2.4% | |||||
12 | TYPE OF REPORTING PERSON * | ||||
IN |
CUSIP No. |
03152W109 |
13G | Page | 11 |
of | 19 |
Pages |
1 | NAME OF REPORTING PERSON Seth A. Rudnick |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 552,191 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
552,191 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
552,191 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
2.4% | |||||
12 | TYPE OF REPORTING PERSON * | ||||
IN |
CUSIP No. |
03152W109 |
13G | Page | 12 |
of | 19 |
Pages |
Item 1(a). | Name of Issuer Amicus Therapeutics, Inc. |
Item 1(b). | Address of Issuers Principal Executive Offices 6 Cedar Brook Drive Cranbury, New Jersey 08512 |
Item 2(a). | Name of Person Filing This statement is filed by (i) Canaan Equity III L.P. (CE III), a Delaware limited partnership, (ii) Canaan Equity III Entrepreneurs, LLC (Entrepreneurs), a Delaware limited liability company, (iii) Canaan Equity Partners III LLC (CEP III), a Delaware limited liability company and the general partner of CE III and the manager of Entrepreneurs, (iv) John V. Balen , (v) Stephen L. Green, (vi) Deepak Kamra, (vii) Gregory Kopchinsky, (viii) Seth A. Rudnick, (ix) Guy M. Russo and (x) Eric A. Young. We refer to the individuals and entities identified in (i)-(x) above collectively as the Reporting Persons. |
Item 2(b). | Address of Principal Business Office or, if None, Residence Except in the case of Messrs. Balen, Kamra and Young, the principal business address of the Reporting Persons is 285 Riverside Avenue, Suite 250, Westport, CT 06880. The principal business address of Messrs. Balen, Kamra and Young is 2765 Sand Hill Road, Menlo Park, CA 94025. |
Item 2(c). | Citizenship CE III is a limited partnership organized under the laws of Delaware. Each of Entrepreneurs and CEP III is a limited liability company organized under the laws of Delaware. Each of the individuals named above is a citizen of the United States. |
Item 2(d). | Title of Class of Securities Common Stock, par value $0.01 per share (Common Stock), of Amicus Therapeutics, Inc. |
Item 2(e). | CUSIP Number 03152W109 |
Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a: None. |
Item 4. | Ownership |
(a) | Amount Beneficially Owned As of December 31, 2009: (i) CE III is the record holder of 532,318 shares of Common Stock (the CE III Shares), (ii) Entrepreneurs is the record holder of 19,873 shares of Common Stock (the Entrepreneurs Shares; together with the CE III Shares, the Record Shares). As the general partner of CE III and the manager of Entrepreneurs, CEP III may be deemed to own beneficially the Record Shares. As individual managers of CEP III, Messrs. Balen, Green, Kamra, Kopchinsky, Rudnick, Russo and Young may also be deemed to own beneficially the Record Shares. |
(b) | Percent of Class: The Reporting Persons beneficially own, in the aggregate, approximately 2.4% of the outstanding Common Stock of the Issuer based on the 22,647,869 shares of Common Stock reported to be outstanding on the Issuers Quarterly Report filed on Form 10-Q for the quarterly period ending September 30, 2009. |
CUSIP No. |
03152W109 |
13G | Page | 13 |
of | 19 |
Pages |
For individual Reporting Person information, please see Item 11 of the cover pages hereto. |
(c) | Number of shares to which such person has: |
NUMBER OF SHARES | ||||||||||||||||
Reporting Person | (i) | (ii) | (iii) | (iv) | ||||||||||||
CE III |
532,318 | 0 | 532,318 | 0 | ||||||||||||
Entrepreneurs |
19,873 | 0 | 19,873 | 0 | ||||||||||||
CEP III |
552,191 | 0 | 552,191 | 0 | ||||||||||||
John V. Balen |
0 | 552,191 | 0 | 552,191 | ||||||||||||
Stephen L. Green |
0 | 552,191 | 0 | 552,191 | ||||||||||||
Deepak Kamra |
0 | 552,191 | 0 | 552,191 | ||||||||||||
Gregory Kopchinsky |
0 | 552,191 | 0 | 552,191 | ||||||||||||
Seth A. Rudnick |
0 | 552,191 | 0 | 552,191 | ||||||||||||
Guy M. Russo |
0 | 552,191 | 0 | 552,191 | ||||||||||||
Eric A. Young |
0 | 552,191 | 0 | 552,191 |
(i) | Sole power to vote or direct the vote | |
(ii) | Shared power to vote or to direct the vote | |
(iii) | Sole power to dispose or to direct the disposition of | |
(iv) | Shared power to dispose or to direct the disposition of |
Item 5. | Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. þ. |
Item 6. | Ownership of More than Five Percent on Behalf of Another Person Not applicable. |
Item 7. | Identification and Classification of the Subsidiary which Acquired the Security
Being Reported on by the Parent Holding Company or Control Person Not applicable. |
Item 8. | Identification and Classification of Members of the Group Each of the Reporting Persons expressly disclaims membership in a Group as defined in Rule 13d-1(b)(ii)(J). |
Item 9. | Notice of Dissolution of Group Not applicable. |
Item 10. | Certification Not applicable. This Schedule 13G is not filed pursuant to Rule 13d-1(b) or Rule 13d-1(c). |
CUSIP No. |
03152W109 |
13G | Page | 14 |
of | 19 |
Pages |
Canaan Equity III L.P. |
||||
By: | Canaan Equity Partners III LLC Its General Partner |
|||
By: | * | |||
Manager | ||||
Canaan Equity III Entrepreneurs LLC |
||||
By: | Canaan Equity Partners III LLC Its Manager |
|||
By: | * | |||
Manager | ||||
Canaan Equity Partners III LLC |
||||
By: | * | |||
Manager | ||||
* | ||||
John V. Balen | ||||
* | ||||
Stephen L. Green | ||||
* | ||||
Deepak Kamra | ||||
* | ||||
Gregory Kopchinsky | ||||
* | ||||
Seth A. Rudnick | ||||
/s/ Guy M. Russo | ||||
Guy M. Russo |
CUSIP No. |
03152W109 |
13G | Page | 15 |
of | 19 |
Pages |
* | ||||
Eric A. Young | ||||
*By: | /s/ Guy M. Russo | |||
Guy M. Russo | ||||
Attorney-in-Fact |
||||
This Schedule 13G was executed by Guy M. Russo pursuant to Powers of Attorney, copies of which are filed herewith as Exhibit 2. |
CUSIP No. |
03152W109 |
13G | Page | 16 |
of | 19 |
Pages |
CANAAN EQUITY III L.P. |
||||
By: | Canaan Equity Partners III LLC, its General Partner |
|||
By: | * | |||
Manager | ||||
CANAAN EQUITY III ENTREPRENEURS LLC |
||||
By: | Canaan Equity Partners III LLC, its Manager |
|||
By: | * | |||
Manager | ||||
CANAAN EQUITY PARTNERS III LLC |
||||
By: | * | |||
Manager | ||||
* | ||||
John V. Balen | ||||
* | ||||
Stephen L. Green | ||||
* | ||||
Deepak Kamra | ||||
* | ||||
Gregory Kopchinsky | ||||
* | ||||
Seth A. Rudnick | ||||
CUSIP No. |
03152W109 |
13G | Page | 17 |
of | 19 |
Pages |
/s/ Guy M. Russo | ||||
Guy M. Russo | ||||
* | ||||
Eric A. Young | ||||
*By: | /s/ Guy M. Russo | |||
Guy M. Russo | ||||
Attorney-in-Fact |
||||
This Joint Filing Agreement was executed by Guy M. Russo pursuant to a Power of Attorney, copies of which are filed herewith as Exhibit 2. | ||||
CUSIP No. |
03152W109 |
13G | Page | 18 |
of | 19 |
Pages |
CUSIP No. |
03152W109 |
13G | Page | 19 |
of | 19 |
Pages |
CANAAN EQUITY III L.P. |
||||
By: | Canaan Equity Partners III LLC, its General Partner |
|||
By: | /s/ Gregory Kopchinsky | |||
Name: | Gregory Kopchinsky | |||
Title: | Manager | |||
CANAAN EQUITY III ENTREPRENEURS LLC |
||||
By: | Canaan Equity Partners III LLC, its Manager |
|||
By: | /s/ Gregory Kopchinsky | |||
Name: | Gregory Kopchinsky | |||
Title: | Manager | |||
CANAAN EQUITY PARTNERS III LLC |
||||
By: | /s/ Gregory Kopchinsky | |||
Name: | Gregory Kopchinsky | |||
Title: | Manager | |||
/s/ John V. Balen | ||||
John V. Balen | ||||
/s/ Stephen L. Green | ||||
Stephen L. Green | ||||
/s/ Deepak Kamra | ||||
Deepak Kamra | ||||
/s/ Gregory Kopchinsky | ||||
Gregory Kopchinsky | ||||
/s/ Seth A. Rudnick | ||||
Seth A. Rudnick | ||||
/s/ Guy M. Russo | ||||
Guy M. Russo | ||||
/s/ Eric A. Young | ||||
Eric A. Young | ||||