UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
ACHILLION PHARMACEUTICALS, INC.
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(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE PER SHARE
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(Title of Class of Securities)
00448Q201
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(CUSIP Number)
August 7, 2007
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
13G is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 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
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(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
(entities only):
Xmark Opportunity Partners, LLC
20-2052197
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
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(3) SEC Use Only
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(4) Citizenship or Place of Organization: Delaware, United States
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Number of Shares Beneficially Owned
by Each Reporting Person With (5) Sole Voting Power: 809,327**
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(6) Shared Voting Power: **
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(7) Sole Dispositive Power: 809,327**
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(8) Shared Dispositive Power: **
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person:
809,327**
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(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions): **
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(11) Percent of Class Represented by Amount in Row (9): 5.2%**
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(12) Type of Reporting Person (See Instructions): IA
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** Xmark Opportunity Partners, LLC ("Opportunity Partners") is the sole member
of the investment manager of Xmark Opportunity Fund, L.P., a Delaware limited
partnership ("Opportunity LP"), and Xmark Opportunity Fund, Ltd., a Cayman
Islands exempted company ("Opportunity Ltd"), and, as such, possesses sole power
to vote and direct the disposition of all securities of Achillion
Pharmaceuticals, Inc., a Delaware corporation (the "Company"), held by
Opportunity LP and Opportunity Ltd. Opportunity Partners is the investment
manager of Xmark JV Investment Partners, LLC, a Delaware limited liability
company ("JV Partners"), and, as such, possesses sole power to vote and direct
the disposition of all securities of the Company held by JV Partners. David C.
Cavalier and Mitchell D. Kaye, the Chief Operating Officer and Chief Executive
Officer, respectively, of Xmark Capital Partners, LLC, the Managing Member of
Opportunity Partners, share voting and investment power with respect to all
securities beneficially owned by Opportunity Partners.
As of August 7, 2007, Opportunity LP held 180,031 shares of Common Stock, $0.001
par value per share (the "Common Shares"), of the Company, Opportunity Ltd held
372,020 Common Shares of the Company and JV Partners held 257,276 Common Shares
of the Company. Based upon information set forth in the Company's most recent
Quarterly Report on Form 10-Q, as filed with the Securities and Exchange
Commission on May 9, 2007, there were 15,543,214 Common Shares of the Company
issued and outstanding as of May 1, 2007. As a result of the foregoing, for
purposes of Reg. Section 240.13d-3, Opportunity Partners is deemed to
beneficially own 809,327 Common Shares of the Company, or 5.2% of the Common
Shares of the Company deemed issued and outstanding as of August 7, 2007.
Opportunity Partners' interest in the securities reported herein is limited to
the extent of its pecuniary interest in Opportunity LP, Opportunity Ltd and JV
Partners, if any.
Item 1(a). Name Of Issuer: Achillion Pharmaceuticals, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
300 George Street
New Haven, CT 06511
Item 2(a). Name of Person Filing:
Xmark Opportunity Partners, LLC
Item 2(b). Address of Principal Business Office or, if None, Residence:
301 Tresser Boulevard, Suite 1320
Stamford, CT 06901
Item 2(c). Citizenship:
Xmark Opportunity Partners, LLC is a Delaware limited liability
company.
Item 2(d). Title of Class of Securities: Common Stock, $0.001 par value
per share
Item 2(e). CUSIP No.: 00448Q201
Item 3. If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the Person Filing is a:
Not Applicable.
Item 4. Ownership
(a) Amount Beneficially Owned:
809,327**
(b) Percent of Class:
5.2%**
(c) Number of Shares as to which the person has:
(i) sole power to vote or to direct the vote 809,327**
(ii) shared power to vote or to direct the vote **
(iii) sole power to dispose or to direct the
disposition of 809,327**
(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 owner of more than five
percent of the class of securities, check the following: [ ]
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
Not Applicable.
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** Xmark Opportunity Partners, LLC ("Opportunity Partners") is the sole member
of the investment manager of Xmark Opportunity Fund, L.P., a Delaware limited
partnership ("Opportunity LP"), and Xmark Opportunity Fund, Ltd., a Cayman
Islands exempted company ("Opportunity Ltd"), and, as such, possesses sole power
to vote and direct the disposition of all securities of Achillion
Pharmaceuticals, Inc., a Delaware corporation (the "Company"), held by
Opportunity LP and Opportunity Ltd. Opportunity Partners is the investment
manager of Xmark JV Investment Partners, LLC, a Delaware limited liability
company ("JV Partners"), and, as such, possesses sole power to vote and direct
the disposition of all securities of the Company held by JV Partners. David C.
Cavalier and Mitchell D. Kaye, the Chief Operating Officer and Chief Executive
Officer, respectively, of Xmark Capital Partners, LLC, the Managing Member of
Opportunity Partners, share voting and investment power with respect to all
securities beneficially owned by Opportunity Partners.
As of August 7, 2007, Opportunity LP held 180,031 shares of Common Stock, $0.001
par value per share (the "Common Shares"), of the Company, Opportunity Ltd held
372,020 Common Shares of the Company and JV Partners held 257,276 Common Shares
of the Company. Based upon information set forth in the Company's most recent
Quarterly Report on Form 10-Q, as filed with the Securities and Exchange
Commission on May 9, 2007, there were 15,543,214 Common Shares of the Company
issued and outstanding as of May 1, 2007. As a result of the foregoing, for
purposes of Reg. Section 240.13d-3, Opportunity Partners is deemed to
beneficially own 809,327 Common Shares of the Company, or 5.2% of the Common
Shares of the Company deemed issued and outstanding as of August 7, 2007.
Opportunity Partners' interest in the securities reported herein is limited to
the extent of its pecuniary interest in Opportunity LP, Opportunity Ltd and JV
Partners, if any.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
SIGNATURE
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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.
August 13, 2007
XMARK OPPORTUNITY PARTNERS, LLC
By: XMARK CAPITAL PARTNERS, LLC,
its Managing Member
By: /s/ Mitchell D. Kaye
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Name: Mitchell D. Kaye
Title: Chief Executive Officer
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)