SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
INVESTOR AB

(Last) (First) (Middle)
ARSENALSGATAN 8C S-103

(Street)
STOCKHOLM V7

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ACHILLION PHARMACEUTICALS INC [ ACHN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/18/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock(1) 12/18/2008 P 250,000 A $0.95 2,873,360 I See Footnote(1)
Common Stock(2) 12/18/2008 P 25,000 A $1 2,898,360 I See Footnote(2)
Common Stock(3) 12/18/2008 P 175,000 A $0.95 2,011,362 D
Common Stock(3) 12/18/2008 P 17,500 A $1 2,028,862 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
INVESTOR AB

(Last) (First) (Middle)
ARSENALSGATAN 8C S-103

(Street)
STOCKHOLM V7

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
INVESTOR GROWTH CAPITAL LTD

(Last) (First) (Middle)
CANADA COURT
UPLAND ROAD, ST. PETER PORT

(Street)
GUERNSEY, CHANNEL ISLANDS X0 GY1 3BQ

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. 175,000 shares of Common Stock, par value $0.001 (the "Common Stock"), were acquired by Investor Growth Capital Limited and 75,000 shares of Common Stock were acquired by Investor Group, L.P. The shares of Common Stock reported in Column 5 are held directly by Investor Growth Capital Limited and Investor Group, L.P. Investor Growth Capital Limited is an indirect wholly-owned subsidiary of Investor AB. Investor Group, L.P. is a limited partnership of which Investor AB is the indirect general partner. Investor AB may be deemed to beneficially own the securities held by Investor Growth Capital Limited and Investor Group, L.P. Investor AB disclaims beneficial ownership of such securities except to the extent of its pecuniary interest in such securities.
2. 17,500 shares of Common Stock were acquired by Investor Growth Capital Limited and 7,500 shares of Common Stock were acquired by Investor Group, L.P. The shares of Common Stock reported in Column 5 are held directly by Investor Growth Capital Limited and Investor Group, L.P. Investor Growth Capital Limited is an indirect wholly-owned subsidiary of Investor AB. Investor Group, L.P. is a limited partnership of which Investor AB is the indirect general partner. Investor AB may be deemed to beneficially own the securities held by Investor Growth Capital Limited and Investor Group, L.P. Investor AB disclaims beneficial ownership of such securities except to the extent of its pecuniary interest in such securities.
3. These shares of Common Stock were acquired by Investor Growth Capital Limited.
/s/ Michael Oporto 12/22/2008
/s/ Henry Gooss 12/22/2008
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.