SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
|
||
SCHEDULE 13D
(Rule 13d-101)
|
||
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)1
|
||
Achillion Pharmaceuticals, Inc.
|
||
(Name of Issuer)
|
||
Common Stock, $.001 par value
|
||
(Title of Class of Securities)
|
||
00448Q201
|
||
(CUSIP Number)
|
||
Domain Associates, LLC
|
Ropes & Gray LLP
|
|
One Palmer Square
|
1211 Avenue of the Americas
|
|
Princeton, NJ 08542
|
New York, NY 10036
|
|
Attn: Kathleen K. Schoemaker
|
Attn: Morri Weinberg, Esq.
|
|
Tel: (609) 683-5656
|
Tel: (212) 596-9000
|
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 18, 2013
|
||
Date of Event Which Requires Filing of This Statement)
|
1.
|
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (voluntary)
|
Domain Partners VIII, L.P.
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)x
(b)o
|
||
3.
|
SEC USE ONLY
|
|||
4.
|
SOURCE OF FUNDS
|
Not Applicable
|
||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
o
|
||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER |
8,563,507*
|
|
8.
|
SHARED VOTING POWER
|
0
|
||
9.
|
SOLE DISPOSITIVE POWER
|
8,563,507*
|
||
10.
|
SHARED DISPOSITIVE POWER
|
0
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
8,563,507*
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
|
|||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
10.4%
|
||
14.
|
TYPE OF REPORTING PERSON
|
PN
|
1.
|
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (voluntary)
|
DP VIII Associates, L.P.
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)x
(b)o
|
||
3.
|
SEC USE ONLY
|
|||
4.
|
SOURCE OF FUNDS
|
Not Applicable
|
||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
o
|
||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
|
79,867*
|
|
8.
|
SHARED VOTING POWER |
0
|
||
9.
|
SOLE DISPOSITIVE POWER
|
79,867*
|
||
10.
|
SHARED DISPOSITIVE POWER
|
0
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
79,867*
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
|
|||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
0.1%
|
||
14.
|
TYPE OF REPORTING PERSON
|
PN
|
1.
|
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (voluntary)
|
Domain Associates, LLC
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)x
(b)o
|
||
3.
|
SEC USE ONLY
|
|||
4.
|
SOURCE OF FUNDS
|
Not Applicable
|
||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
o
|
||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
|
25,000
|
|
8.
|
SHARED VOTING POWER
|
0
|
||
9.
|
SOLE DISPOSITIVE POWER
|
25,000
|
||
10.
|
SHARED DISPOSITIVE POWER
|
0
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
25,000
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
|
|||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
Less than 0.1%
|
||
14.
|
TYPE OF REPORTING PERSON
|
OO
|
DOMAIN PARTNERS VIII, L.P.
|
||
By:
|
One Palmer Square Associates VIII, LLC, General Partner
|
|
By:
|
/s/ Kathleen K. Schoemaker
|
|
Managing Member
|
||
DP VIII ASSOCIATES, L.P.
|
||
By:
|
One Palmer Square Associates VIII, LLC., General Partner
|
|
By:
|
/s/ Kathleen K. Schoemaker
|
|
Managing Member
|
||
DOMAIN ASSOCIATES, LLC
|
||
|
||
By:
|
/s/ Kathleen K. Schoemaker
|
|
Managing Member
|