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Filing Details

Accession Number:: 0001012975-12-000163
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-06-04 15:45:14
Reporting Period:: 2012-05-31

Filing Date:: 2012-06-04
Accepted Time:: 2012-06-04 15:45:14
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1070336	Achillion Pharmaceuticals Inc	ACHN	Pharmaceutical Preparations (2834)	000000000

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1166285	Michael Steinmetz	C/O Clarus Ventures, Llc 101 Main Street, Suite 1210 Cambridge MA 02142	No	No	Yes	No
1249153	Dennis Henner	C/O Clarus Ventures, Llc 101 Main Street, Suite 1210 Cambridge MA 02142	No	No	Yes	No
1252522	Nicholas Galakatos	C/O Clarus Ventures, Llc 101 Main Street, Suite 1210 Cambridge MA 02142	No	No	Yes	No
1252523	Robert Liptak	C/O Clarus Ventures, Llc 101 Main Street, Suite 1210 Cambridge MA 02142	No	No	Yes	No
1252525	Kurt Wheeler	C/O Clarus Ventures, Llc 101 Main Street, Suite 1210 Cambridge MA 02142	No	No	Yes	No
1431403	Nicholas Simon	C/O Clarus Ventures, Llc 101 Main Street, Suite 1210 Cambridge MA 02142	Yes	No	Yes	No
1431437	Clarus Ventures Ii, Llc	C/O Clarus Ventures, Llc 101 Main Street, Suite 1210 Cambridge MA 02142	No	No	Yes	No
1431439	Clarus Ventures Ii Gp, L.p.	C/O Clarus Ventures, Llc 101 Main Street, Suite 1210 Cambridge MA 02142	No	No	Yes	No
1431443	Clarus Lifesciences Ii, L.p.	C/O Clarus Ventures, Llc 101 Main Street, Suite 1210 Cambridge MA 02142	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	2012-05-31	1,290,922	$3.53	10,553,001	No	4	X	Indirect	By Fund
Common Stock	Acquisiton	2012-05-31	1,706,426	$3.11	12,259,427	No	4	X	Indirect	By Fund
Common Stock	Disposition	2012-05-31	608,146	$7.49	11,651,281	No	4	S	Indirect	By Fund
Common Stock	Disposition	2012-05-31	708,810	$7.49	10,942,471	No	4	S	Indirect	By Fund

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	X	Indirect	By Fund
No	4	X	Indirect	By Fund
No	4	S	Indirect	By Fund
No	4	S	Indirect	By Fund

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Common Stock Warrant (right to buy)	Disposition	2012-05-31	1,706,426	$0.00	1,706,426	$3.11
Common Stock	Common Stock Warrant (right to buy)	Disposition	2012-05-31	1,290,922	$0.00	1,290,922	$3.53

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2010-08-20	2017-08-20	No	4	X	Indirect
0	2008-08-12	2015-08-12	No	4	X	Indirect

Footnotes

Securities held of record by Clarus Lifesciences II, L.P. (the "Fund"). Clarus Ventures II GP, L.P. (the "GPLP"), as the sole general partner of the Fund, may be deemed to beneficially own certain of the shares held of record by the Fund. The GPLP disclaims beneficial ownership of all shares held of record by the Fund in which the GPLP does not have an actual pecuniary interest. Clarus Ventures II, LLC (the "GPLLC"), as the sole general partner of the GPLP, may be deemed to beneficially own certain of the shares held of record by the Fund. Each of Messrs. Galakatos, Henner, Liptak, Simon, Steinmetz and Wheeler, as individual Managing Directors of the GPLLC, may be deemed to beneficially own certain of the shares held of record by the Fund. Each of the GPLLC and Messrs. Galakatos, Henner, Liptak, Simon, Steinmetz and Wheeler disclaims beneficial ownership of all shares held of record by the Fund in which he does not have an actual pecuniary interest.
On May 31, 2012, the reporting person exercised warrants to purchase 1,290,922 shares of ACHN common stock for $3.53 a share. The reporting person paid the exercise price on a cashless basis, resulting in ACHN's withholding of 608,146 of the warrant shares to pay the exercise price and issuing the reporting person the remaining 682,776 shares.
On May 31, 2012, the reporting person exercised warrants to purchase 1,706,426 shares of ACHN common stock for $3.1125 a share. The reporting person paid the exercise price on a cashless basis, resulting in ACHN's withholding of 708,810 of the warrant shares to pay the exercise price and issuing the reporting person the remaining 997,616 shares.