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Filing Details

Accession Number:: 0001181431-12-043173
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-08-02 15:11:12
Reporting Period:: 2012-07-31

Filing Date:: 2012-08-02
Accepted Time:: 2012-08-02 14:11:12
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1386858	Hyperion Therapeutics Inc	HPTX	Pharmaceutical Preparations (2834)	611512713

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1237289	D Scott Sandell	1954 Greenspring Drive Suite 600 Timonium MD 21093		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2012-07-31	611,185	$0.00	615,119	No	4	C	Indirect	See Note 1
Common Stock	Acquisiton	2012-07-31	898,808	$0.00	1,513,927	No	4	C	Indirect	See Note 1
Common Stock	Acquisiton	2012-07-31	125,291	$0.00	1,639,218	No	4	X	Indirect	See Note 1
Common Stock	Disposition	2012-07-31	51,119	$0.00	1,588,099	No	4	J	Indirect	See Note 1
Common Stock	Acquisiton	2012-07-31	2,043	$0.00	1,590,142	No	4	C	Indirect	See Note 1
Common Stock	Acquisiton	2012-07-31	2,043	$0.00	1,592,185	No	4	C	Indirect	See Note 1
Common Stock	Acquisiton	2012-07-31	434,096	$0.00	2,026,281	No	4	C	Indirect	See Note 1
Common Stock	Acquisiton	2012-07-31	180,459	$0.00	2,206,740	No	4	C	Indirect	See Note 1
Common Stock	Acquisiton	2012-07-31	177,481	$0.00	2,384,221	No	4	C	Indirect	See Note 1
Common Stock	Acquisiton	2012-07-31	500,000	$10.00	2,884,221	No	4	P	Indirect	See Note 1

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See Note 1
No	4	C	Indirect	See Note 1
No	4	X	Indirect	See Note 1
No	4	J	Indirect	See Note 1
No	4	C	Indirect	See Note 1
No	4	C	Indirect	See Note 1
No	4	C	Indirect	See Note 1
No	4	C	Indirect	See Note 1
No	4	C	Indirect	See Note 1
No	4	P	Indirect	See Note 1

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series C-1 Preferred Stock	Disposition	2012-07-31	611,185	$0.00	611,185	$0.00
Common Stock	Series C-2 Preferred Stock	Disposition	2012-07-31	898,808	$0.00	898,808	$0.00
Common Stock	Common Stock Warrant (right to buy)	Disposition	2012-07-31	125,291	$0.00	125,291	$4.08
Series C-2 Preferred Stock	Preferred Stock Warrant (right to buy)	Disposition	2012-07-31	53,787	$0.00	53,787	$9.62
Common Stock	Series C-2 Preferred Stock	Acquisiton	2012-07-31	53,787	$0.00	53,787	$0.00
Common Stock	Series C-2 Preferred Stock	Disposition	2012-07-31	51,744	$10.00	51,744	$0.00
Common Stock	Series C-2 Preferred Stock	Disposition	2012-07-31	2,043	$0.00	2,043	$0.00
Series C-2 Preferred Stock	Preferred Stock Warrant (right to buy)	Disposition	2012-07-31	53,787	$0.00	53,787	$9.62
Common Stock	Series C-2 Preferred Stock	Acquisiton	2012-07-31	53,787	$0.00	53,787	$0.00
Common Stock	Series C-2 Preferred Stock	Disposition	2012-07-31	51,744	$10.00	51,744	$0.00
Common Stock	Series C-2 Preferred Stock	Disposition	2012-07-31	2,043	$0.00	2,043	$0.00
Common Stock	Convertible Promissory Note	Disposition	2012-07-31	0	$0.00	434,096	$10.00
Common Stock	Convertible Promissory Note	Disposition	2012-07-31	0	$0.00	180,459	$10.00
Common Stock	Convertible Promissory Note	Disposition	2012-07-31	0	$0.00	177,481	$10.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	X	Indirect
0	No	4	X	Indirect
53,787	No	4	X	Indirect
2,043	No	4	J	Indirect
0	No	4	C	Indirect
0	No	4	X	Indirect
53,787	No	4	X	Indirect
2,043	No	4	J	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect

Footnotes

The Reporting Person is a manager of NEA 12 GP, LLC, the sole general partner of NEA Partners 12, Limited Partnership, the sole general partner of New Enterprise Associates 12, Limited Partnership ("NEA 12"), which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities of the Issuer held by NEA 12 in which the Reporting Person has no pecuniary interest.
Immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of convertible preferred stock automatically converted into one share of common stock. The convertible preferred stock had no expiration date.
Immediately prior to the closing, the warrants automatically net exercised by their terms, which allowed the holder to pay the exercise price of the warrants by forfeiting a portion of the exercised warrant shares with a value equal to the aggregate exercise price.
These shares reflect the net exercise of the common stock warrant pursuant to its terms into 74,172 shares of the Issuer's common stock.
Notes and accrued interest in the aggregate of $4,340,965 converted automatically immediately prior to the closing of the Issuer's initial public offering into shares of common stock at a conversion price of $10.00 per share, which is the initial public offering price per share.
Notes and accrued interest in the aggregate of $1,804,594 converted automatically immediately prior to the closing of the Issuer's initial public offering into shares of common stock at a conversion price of $10.00 per share, which is the initial public offering price per share.
Notes and accrued interest in the aggregate of $1,774,817 converted automatically immediately prior to the closing of the Issuer's initial public offering into shares of common stock at a conversion price of $10.00 per share, which is the initial public offering price per share.
Immediately prior to the closing, the warrants automatically net exercised by their terms into Series C-2 preferred stock, which allowed the holder to pay the exercise price of the warrants by forfeiting a portion of the exercised warrant shares with a value equal to the aggregate exercise price. The convertible preferred stock had no expiration date.
These shares reflect the net exercise of the preferred stock warrant pursuant to its terms into 2,043 shares of the Issuer's Series C-2 preferred stock.