UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
ACHILLION PHARMACEUTICALS, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
00448Q201
(CUSIP Number)
December 31, 2006
(Date of Event Which Requires Filing of this Statement)
CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS SCHEDULE
IS FILED:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
CUSIP No. 00448Q201 13G Page 2 of 19 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SCHRODER VENTURE MANAGERS LIMITED
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
BERMUDA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER --0--
6. SHARED VOTING POWER 1,773,175
7. SOLE DISPOSITIVE POWER --0--
8. SHARED DISPOSITIVE POWER 1,773,175
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,773,175
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.4%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
CUSIP No. 00448Q201 13G Page 3 of 19 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SCHRODER VENTURE MANAGERS INC.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER --0--
6. SHARED VOTING POWER 1,773,175
7. SOLE DISPOSITIVE POWER --0--
8. SHARED DISPOSITIVE POWER 1,773,175
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,773,175
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.4%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 00448Q201 13G Page 4 of 19 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SCHRODER VENTURES INTERNATIONAL LIFE SCIENCES FUND II L.P.1
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER --0--
6. SHARED VOTING POWER 1,773,175
7. SOLE DISPOSITIVE POWER --0--
8. SHARED DISPOSITIVE POWER 1,773,175
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,773,175
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.4%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
CUSIP No. 00448Q201 13G Page 5 of 19 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SCHRODER VENTURES INTERNATIONAL LIFE SCIENCES FUND II L.P.2
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER --0--
6. SHARED VOTING POWER 1,773,175
7. SOLE DISPOSITIVE POWER --0--
8. SHARED DISPOSITIVE POWER 1,773,175
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,773,175
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.4%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
CUSIP No. 00448Q201 13G Page 6 of 19 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SCHRODER VENTURES INTERNATIONAL LIFE SCIENCES FUND II L.P.3
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER --0--
6. SHARED VOTING POWER 1,773,175
7. SOLE DISPOSITIVE POWER --0--
8. SHARED DISPOSITIVE POWER 1,773,175
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,773,175
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.4%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
CUSIP No. 00448Q201 13G Page 7 of 19 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SCHRODER VENTURES INTERNATIONAL LIFE SCIENCES FUND II STRATEGIC
PARTNERS L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER --0--
6. SHARED VOTING POWER 1,773,175
7. SOLE DISPOSITIVE POWER --0--
8. SHARED DISPOSITIVE POWER 1,773,175
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,773,175
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.4%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
CUSIP No. 00448Q201 13G Page 8 of 19 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SITCO NOMINEES LTD. VC 01903 AS NOMINEE OF SCHRODER VENTURES
INTERNATIONAL LIFE SCIENCES FUND II GROUP CO-INVESTMENT SCHEME
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
BERMUDA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER --0--
6. SHARED VOTING POWER 1,773,175
7. SOLE DISPOSITIVE POWER --0--
8. SHARED DISPOSITIVE POWER 1,773,175
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,773,175
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.4%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
CUSIP No. 00448Q201 13G Page 9 of 19 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SV (NOMINEES) LIMITED AS NOMINEE OF SCHRODER VENTURES INVESTMENTS
LIMITED
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
GUERNSEY
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER --0--
6. SHARED VOTING POWER 1,773,175
7. SOLE DISPOSITIVE POWER --0--
8. SHARED DISPOSITIVE POWER 1,773,175
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,773,175
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.4%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
CUSIP No. 00448Q201 13G Page 10 of 19 Pages
ITEM 1(a). NAME OF ISSUER:
Achillion Pharmaceuticals, Inc. (the "Issuer")
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
300 George Street
New Haven, CT 06511
ITEM 2(a). NAME OF PERSON FILING:
This statement is being filed by the following persons:
(i) Schroder Ventures International Life Sciences Fund II
L.P.1 ("SVILSF II LP1"), Schroder Ventures International
Life Sciences Fund II L.P.2 ("SVILSF II LP2"), Schroder
Ventures International Life Sciences Fund II L.P.3
("SVILSF II LP3"), Schroder Ventures International Life
Sciences Fund II Strategic Partners L.P. ("SVILSF II
Strategic Partners"), SITCO Nominees Ltd. VC 01903 as
Nominee of Schroder Ventures International Life Sciences
Fund II Group Co-Investment Scheme ("SVILSF II
Co-Investment") and SV (Nominees) Limited as Nominee of
Schroder Ventures Investments Limited ("SVIL")
(collectively, the "Funds"), direct owners of the shares
of Common Stock of the Issuer;
(ii) Schroder Venture Managers Inc., a New York corporation
("SVMI"), and general partner of SVILSF II LP1, SVILSF
II LP2, SVILSF II LP3, and SVILSF II Strategic Partners;
and
(iii) Schroder Venture Managers Limited, a Bermuda limited
company ("SVML"), and fund manager to SVMI.
Each of SVILSF II LP1, SVILSF II LP2, SVILSF II LP3, and SVILSF II
Strategic Partners, SVILSF II Co-Investment, SVIL, SVMI and SVML are
sometimes individually referred to herein as a "Reporting Person"
and collectively as the "Reporting Persons."
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
Address for SVILSF II LP1, SVILSF II LP2, SVILSF II LP3, and SVILSF
II Strategic Partners, SVILSF II Co-Investment and SVIL, SVMI and
SVML:
Schroder Administrative Services (Bermuda) Limited
22 Church Street
Hamilton HM 11 Bermuda
ITEM 2(c). CITIZENSHIP:
SVILSF II LP1 - Delaware
SVILSF II LP2 - Delaware
CUSIP No. 00448Q201 13G Page 11 of 19 Pages
SVILSF II LP3 - Delaware
SVILSF II Strategic Partners - Delaware
SVILSF II Co-Investment - Bermuda
SVIL - Guernsey
SVMI - New York
SVML - Bermuda
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, par value $0.001 per share (the "Common Stock")
ITEM 2(e). CUSIP NUMBER:
00448Q201
ITEM 3. Not applicable.
ITEM 4. OWNERSHIP.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the Issuer identified in
Item 1.
For SVILSF II LP1, SVILSF II LP2, SVILSF II LP3, and SVILSF II
Strategic Partners, SVILSF II Co-Investment, SVIL, SVMI and SVML:
(a) Amount beneficially owned: 1,773,175 shares of Common Stock
(b) Percent of class: 11.4%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: --0--
(ii) Shared power to vote or to direct the vote: 1,773,175
(iii) Sole power to dispose or to direct the disposition of:
--0--
(iv) Shared power to dispose or to direct the disposition of:
1,773,175
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable.
CUSIP No. 00448Q201 13G Page 12 of 19 Pages
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.
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.
CUSIP No. 00448Q201 13G Page 13 of 19 Pages
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.
February 14, 2007
----------------------------------------------------
Date
SCHRODER VENTURE MANAGERS INC.
/s/ Scott Burns /s/ Deborah Speight
----------------------------------------------------
Signature
Scott Burns, Authorized Signatory Deborah Speight,
Director and Vice President
----------------------------------------------------
Name/Title
SCHRODER VENTURE MANAGERS LIMITED
/s/ Scott Burns /s/ Deborah Speight
----------------------------------------------------
Signature
Scott Burns, Authorized Signatory Deborah Speight,
Director
----------------------------------------------------
Name/Title
CUSIP No. 00448Q201 13G Page 14 of 19 Pages
SCHRODER VENTURES INTERNATIONAL LIFE
SCIENCES FUND II L.P.1
By: Schroder Venture Managers, Inc.,
its General Partner
/s/ Scott Burns /s/ Deborah Speight
----------------------------------------------------
Signature
Scott Burns, Authorized Signatory Deborah Speight,
Director and Vice President
----------------------------------------------------
Name/Title
SCHRODER VENTURES INTERNATIONAL LIFE
SCIENCES FUND II L.P.2
By: Schroder Venture Managers, Inc.,
its General Partner
/s/ Scott Burns /s/ Deborah Speight
----------------------------------------------------
Signature
Scott Burns, Authorized Signatory Deborah Speight,
Director and Vice President
----------------------------------------------------
Name/Title
SCHRODER VENTURES INTERNATIONAL LIFE
SCIENCES FUND II L.P.3
By: Schroder Venture Managers, Inc.,
its General Partner
/s/ Scott Burns /s/ Deborah Speight
----------------------------------------------------
Signature
Scott Burns, Authorized Signatory Deborah Speight,
Director and Vice President
----------------------------------------------------
Name/Title
CUSIP No. 00448Q201 13G Page 15 of 19 Pages
SITCO NOMINEES LTD. VC 01903 AS NOMINEE
OF SCHRODER VENTURES INTERNATIONAL
LIFE SCIENCES FUND II GROUP CO-INVESTMENT SCHEME
By: SITCO Nominees Ltd. VC 01903
/s/ Scott Burns /s/ Deborah Speight
----------------------------------------------------
Signature
Scott Burns, Authorized Signatory Deborah Speight,
Director
----------------------------------------------------
Name/Title
SCHRODER VENTURES INTERNATIONAL LIFE
SCIENCES FUND II STRATEGIC PARTNERS L.P.
By: Schroder Venture Managers Inc.,
its General Partner
/s/ Scott Burns /s/ Deborah Speight
----------------------------------------------------
Signature
Scott Burns, Authorized Signatory Deborah Speight,
Director and Vice President
----------------------------------------------------
Name/Title
SV (NOMINEES) LIMITED AS NOMINEE OF
SCHRODER VENTURES INVESTMENTS LIMITED
By: SV (Nominees) Limited
/s/ Chris Cochrane
----------------------------------------------------
Signature
Chris Cochrane, Authorized Signatory
----------------------------------------------------
Name/Title
CUSIP No. 00448Q201 13G Page 16 of 19 Pages
EXHIBIT INDEX
Exhibit 1. Joint Filing Agreement as required by Rule 13d-1(k)(1) under the
Securities Exchange Act of 1934, as amended.
CUSIP No. 00448Q201 13G Page 17 of 19 Pages
Exhibit 1
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
The undersigned acknowledge and agree that the foregoing statement on Schedule
13G is filed on behalf of each of the undersigned and that all subsequent
amendments to this statement on Schedule 13G shall be filed on behalf of each of
the undersigned without the necessity of filing additional joint filing
statements. The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and accuracy of the
information concerning him, her or it contained herein, but shall not be
responsible for the completeness and accuracy of the information concerning the
other entities or persons, except to the extent that he, she or it knows or has
reason to believe that such information is inaccurate.
SCHRODER VENTURE MANAGERS INC.
/s/ Scott Burns /s/ Deborah Speight
----------------------------------------------------
Signature
Scott Burns, Authorized Signatory Deborah Speight,
Director and Vice President
----------------------------------------------------
Name/Title
SCHRODER VENTURE MANAGERS LIMITED
/s/ Scott Burns /s/ Deborah Speight
----------------------------------------------------
Signature
Scott Burns, Authorized Signatory Deborah Speight,
Director
----------------------------------------------------
Name/Title
CUSIP No. 00448Q201 13G Page 18 of 19 Pages
SCHRODER VENTURES INTERNATIONAL LIFE
SCIENCES FUND II L.P.1
By: Schroder Venture Managers, Inc.,
its General Partner
/s/ Scott Burns /s/ Deborah Speight
----------------------------------------------------
Signature
Scott Burns, Authorized Signatory Deborah Speight,
Director and Vice President
----------------------------------------------------
Name/Title
SCHRODER VENTURES INTERNATIONAL LIFE
SCIENCES FUND II L.P.2
By: Schroder Venture Managers, Inc.,
its General Partner
/s/ Scott Burns /s/ Deborah Speight
----------------------------------------------------
Signature
Scott Burns, Authorized Signatory Deborah Speight,
Director and Vice President
----------------------------------------------------
Name/Title
SCHRODER VENTURES INTERNATIONAL LIFE
SCIENCES FUND II L.P.3
By: Schroder Venture Managers, Inc.,
its General Partner
/s/ Scott Burns /s/ Deborah Speight
----------------------------------------------------
Signature
Scott Burns, Authorized Signatory Deborah Speight,
Director and Vice President
----------------------------------------------------
Name/Title
CUSIP No. 00448Q201 13G Page 19 of 19 Pages
SITCO NOMINEES LTD. VC 01903 AS NOMINEE
OF SCHRODER VENTURES INTERNATIONAL
LIFE SCIENCES FUND II GROUP CO-INVESTMENT SCHEME
By: SITCO Nominees Ltd. VC 01903
/s/ Scott Burns /s/ Deborah Speight
----------------------------------------------------
Signature
Scott Burns, Authorized Signatory Deborah Speight,
Director
----------------------------------------------------
Name/Title
SCHRODER VENTURES INTERNATIONAL LIFE
SCIENCES FUND II STRATEGIC PARTNERS L.P.
By: Schroder Venture Managers Inc.,
its General Partner
/s/ Scott Burns /s/ Deborah Speight
----------------------------------------------------
Signature
Scott Burns, Authorized Signatory Deborah Speight,
Director and Vice President
----------------------------------------------------
Name/Title
SV (NOMINEES) LIMITED AS NOMINEE OF
SCHRODER VENTURES INVESTMENTS LIMITED
By: SV (Nominees) Limited
/s/ Chris Cochrane
----------------------------------------------------
Signature
Chris Cochrane, Authorized Signatory
----------------------------------------------------
Name/Title