Sec Form 13G Filing - CANAAN EQUITY III LP filing for AMICUS THERAPEUTICS INC. (FOLD) - 2010-02-10

Washington, D.C. 20549

Amicus Therapeutics, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

03152W109

(CUSIP Number)

December 31, 2009

(Date of Event Which Requires Filing of this Statement)

 

 

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Item 1(a).		Name of Issuer Amicus Therapeutics, Inc.

Item 1(b).		Address of Issuer’s 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 Issuer’s Quarterly Report filed on Form 10-Q for the quarterly period ending September 30, 2009.

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		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

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).

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SIGNATURES

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 10, 2010

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Exhibit 1

Joint Filing Agreement

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned agree that only one statement containing the information required by Schedule 13G need be filed by each of the undersigned with respect to the ownership by each of the undersigned of shares of stock of Amicus Therapeutics, Inc. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

Executed as of February 10, 2010

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Exhibit 2

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints each of Guy M. Russo and John D. Lambrech his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (until revoked in writing) to sign any and all instruments, certificates and documents required to be executed on behalf of himself as an individual or in his capacity as a general partner or authorized signatory, as the case may be, and on behalf of any of Canaan Equity III L.P., Canaan Equity III Entrepreneurs LLC and Canaan Equity Partners III LLC, in each case pursuant to the Securities Act of 1933, as amended, (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder (including filings on pursuant to Section 16 (Forms 3, 4 and 5) and Section 13 (Schedule 13D and Schedule 13G) of the Exchange Act) and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Securities Act, the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary fully to all intents and purposes as he might or could do in person thereby, and ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof, or may have done in connection with the matters described above.

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     IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 30^th day of May, 2007.