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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
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).
Page 1 of 13 pages
CUSIP No. |
00448Q201 |
Page | 2 |
of | 13 |
1 | NAMES OF REPORTING PERSONS: |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
Atlas Venture Fund V, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Delaware | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 0 shares | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 2,039,824 shares | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 shares | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
2,039,824 shares | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
2,039,824 shares | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
13.14% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
PN |
Page 2 of 13 pages
CUSIP No. |
00448Q201 |
Page | 3 |
of | 13 |
1 | NAMES OF REPORTING PERSONS: |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
Atlas Venture Parallel Fund V-A, C.V. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
The Netherlands | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 0 shares | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 2,039,824 shares | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 shares | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
2,039,824 shares | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
2,039,824 shares | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
13.14% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
PN |
Page 3 of 13 pages
CUSIP No. |
00448Q201 |
Page | 4 |
of | 13 |
1 | NAMES OF REPORTING PERSONS: |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
Atlas Venture Entrepreneurs Fund V, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Delaware | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 0 shares | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 2,039,824 shares | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 shares | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
2,039,824 shares | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
2,039,824 shares | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
13.14% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
PN |
Page 4 of 13 pages
CUSIP No. |
00448Q201 |
Page | 5 |
of | 13 |
1 | NAMES OF REPORTING PERSONS: |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
Atlas Venture Associates V, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Delaware | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 0 shares | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 2,039,824 shares | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 shares | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
2,039,824 shares | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
2,039,824 shares | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
13.14% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
PN |
Page 5 of 13 pages
CUSIP No. |
00448Q201 |
Page | 6 |
of | 13 |
1 | NAMES OF REPORTING PERSONS: |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
Atlas Venture Associates V, Inc. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Delaware | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 0 shares | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 2,039,824 shares | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 shares | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
2,039,824 shares | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
2,039,824 shares | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
13.14% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
CO |
Page 6 of 13 pages
CUSIP No. |
00448Q201 |
Page | 7 |
of | 13 |
1 | NAMES OF REPORTING PERSONS: |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
Axel Bichara | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Germany | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 0 shares | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 2,039,824 shares | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 shares | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
2,039,824 shares | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
2,039,824 shares | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
13.14% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
IN |
Page 7 of 13 pages
CUSIP No. |
00448Q201 |
Page | 8 |
of | 13 |
1 | NAMES OF REPORTING PERSONS: |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
Jean-Francois Formela | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
France | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 0 shares | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 2,039,824 shares | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 shares | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
2,039,824 shares | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
2,039,824 shares | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
13.14% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
IN |
Page 8 of 13 pages
CUSIP No. |
00448Q201 |
Page | 9 |
of | 13 |
1 | NAMES OF REPORTING PERSONS: |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
Christopher Spray | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
United Kingdom | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 0 shares | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 2,039,824 shares | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 shares | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
2,039,824 shares | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
2,039,824 shares | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
13.14% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
IN |
Page 9 of 13 pages
Item 1(a). | Name of Issuer: Achillion Pharmaceuticals, Inc. |
Item 1(b). | Address of Issuers Principal Executive Offices: 300 George Street, New Haven, CT 06511 |
Item 2(a). | Name of Person Filing: Atlas Venture Fund V, L.P. (Atlas V), Atlas Venture Parallel Fund V-A, C.V. (Atlas V-A), Atlas Venture Entrepreneurs Fund V, L.P. (AVE V and together with Atlas V and Atlas V-A, the Atlas V Funds), Atlas Venture Associates V, L.P. (AVA V LP), Atlas Venture Associates V, Inc. (AVA V Inc.), Axel Bichara (Bichara), Jean-Francois Formela (Formela) and Christopher Spray (Spray). Atlas V, Atlas V-A, AVE V are referred to individually herein as a Fund and collectively as the Funds. The persons and entities named in this Item 2(a) are referred to individually herein as a Filing Person and collectively as the Filing Persons. AVA V Inc. is the sole general partner of AVA V LP. AVA V LP is the sole general partner of the Atlas V Funds. Messrs. Bichara, Formela and Spray are directors of AVA V Inc. |
Item 2(b). | Address of Principal Business Office or, if None, Residence: The principal business office of each of the Filing Persons is: |
Item 2(c). | Citizenship: Atlas V, AVE V, and AVA V LP is each a limited partnership formed under the laws of the state of Delaware. AVA V Inc. is a corporation formed under the laws of the state of Delaware. Atlas V-A is a limited partnership formed under the laws of The Netherlands. Mr. Bichara is a citizen of Germany. Mr. Formela is a citizen of France. Mr. Spray is a citizen of the United Kingdom. |
Item 2(d). | Title of Class of Securities: Common Stock, $0.001 par value per share (the Common Stock). |
Item 2(e). | CUSIP Number: 00448Q201 |
Page 10 of 13 pages
Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or
13d-2(b) or (c), Check Whether the Person Filing is a: Not Applicable. |
Item 4. | Ownership. |
(a) | Amount Beneficially Owned: Atlas V is the record holder of 1,556,172 shares of Common Stock
and 56,247 warrants to purchase shares of Common Stock as of December 31, 2006 (the Atlas V
Shares). Atlas V-A is the record holder of 386,598 shares of Common Stock and 13,972
warrants to purchase shares of Common Stock as of December 31, 2006 (the Atlas V-A Shares).
AVE V is the record holder of 25,900 shares of Common Stock and 935
warrants to purchase shares of Common Stock as of December 31, 2006 (the AVE V Shares). By virtue of their
relationship as affiliated limited partnerships, each Fund may be deemed to share the power to
direct the disposition and vote the Atlas V Shares, the Atlas V-A Shares, and the AVE V
Shares, for an aggregate of 2,039,824 shares of Common Stock (the Record Shares). As
general partner of the Funds, and by virtue of the Funds relationship as affiliated limited
partnerships, AVA V LP may also be deemed to beneficially own the Record Shares. As the
general partner of AVA V LP, AVA V Inc. may also be deemed to beneficially own the Record
Shares. In their capacities as directors of AVA V Inc. each of Messrs. Bichara, Formela and
Spray may be deemed to beneficially own the Record Shares. Each Filing Person disclaims beneficial ownership of the Record Shares except for such shares, if any, such Filing Person holds of record. |
(b) | Percent of Class: Each Filing Person: 13.14% |
(c) | Number of shares as to which the person has: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: 2,039,824 for each Filing Person (iii) sole power to dispose or direct the disposition of: 0 (iv) shared power to dispose or direct the disposition of: 2,039,824 for each Filing Person |
Item 5. | Ownership of Five Percent or Less of a Class. |
Page 11 of 13 pages
Not Applicable. | ||
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. Not Applicable. |
Item 8. | Identification and Classification of Members of the Group. Not Applicable. The Filing Persons expressly disclaim membership in a group as used in Rule 13d-5(b)(1). |
Item 9. | Notice of Dissolution of Group. Not Applicable. |
Item 10. | Certification. Not Applicable. This statement on Schedule 13G is not filed pursuant to Rule 13d-1(b) or Rule 13d-1(c). |
Page 12 of 13 pages
* | ||||
Axel Bichara | ||||
* | ||||
Jean-Francois Formela | ||||
* | ||||
Christopher Spray | ||||
Atlas Venture Fund V, L.P. | ||||
Atlas Venture Entrepreneurs Fund V, L.P. | ||||
Atlas Venture Parallel Fund V-A, C.V. | ||||
By: Atlas Venture Associates V, L.P. | ||||
their general partner | ||||
By: Atlas Venture Associates V, Inc. | ||||
its general partner |
By: | * | |||||
Name: | Jeanne Larkin Henry | |||||
Title: | Vice-President | |||||
Atlas Venture Associates V, L.P. | ||||||
By: Atlas Venture Associates V, Inc. | ||||||
its general partner | ||||||
By: | * | |||||
Name: | Jeanne Larkin Henry | |||||
Title: | Vice-President | |||||
Atlas Venture Associates V, Inc. | ||||||
By: | * | |||||
Name: | Jeanne Larkin Henry | |||||
Title: | Vice-President | |||||
Page 13 of 13 pages
* | ||||
Axel Bichara | ||||
* | ||||
Jean-Francois Formela | ||||
* | ||||
Christopher Spray | ||||
Atlas Venture Fund V, L.P. | ||||
Atlas Venture Entrepreneurs Fund V, L.P. | ||||
Atlas Venture Parallel Fund V-A, C.V. | ||||
By: Atlas Venture Associates V, L.P. | ||||
their general partner | ||||
By: Atlas Venture Associates V, Inc. | ||||
its general partner |
By: | * | |||||
Name: | Jeanne Larkin Henry | |||||
Title: | Vice-President | |||||
Atlas Venture Associates V, L.P. | ||||||
By: Atlas Venture Associates V, Inc. | ||||||
its general partner | ||||||
By: | * | |||||
Name: | Jeanne Larkin Henry | |||||
Title: | Vice-President | |||||
*By: /s/ Jeanne Larkin Henry | Atlas Venture Associates V, Inc. | |||||
By Jeanne Larkin Henry in her |
||||||
Individual capacity and as
|
By: | * | ||||
Attorney-in-Fact
|
Name: | Jeanne Larkin Henry | ||||
Title: | Vice-President | |||||
/s/ Axel Bichara | ||||
Axel Bichara | ||||
/s/ Jean-Francois Formela | ||||
Jean-Francois Formela | ||||
/s/ Christopher Spray | ||||
Christopher Spray |