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*
Clarus Lifesciences II, L.P.

(Last) (First) (Middle)
C/O CLARUS VENTURES, LLC
101 MAIN STREET, SUITE 1210

(Street)
CAMBRIDGE MA 02142

(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)
08/20/2010
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 08/20/2010 P 4,875,502 A $2.49 9,262,079 I By Fund(1)
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
Common Stock Warrant $3.1125 08/20/2010 P 1,706,426 08/20/2010 08/20/2017 Common Stock 1,706,426 $0 1,706,426 I By Fund(1)
1. Name and Address of Reporting Person*
Clarus Lifesciences II, L.P.

(Last) (First) (Middle)
C/O CLARUS VENTURES, LLC
101 MAIN STREET, SUITE 1210

(Street)
CAMBRIDGE MA 02142

(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*
Clarus Ventures II GP, L.P.

(Last) (First) (Middle)
C/O CLARUS VENTURES, LLC
101 MAIN STREET, SUITE 1210

(Street)
CAMBRIDGE MA 02142

(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*
Clarus Ventures II, LLC

(Last) (First) (Middle)
C/O CLARUS VENTURES, LLC
101 MAIN STREET, SUITE 1210

(Street)
CAMBRIDGE MA 02142

(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*
LIPTAK ROBERT

(Last) (First) (Middle)
C/O CLARUS VENTURES, LLC
101 MAIN STREET, SUITE 1210

(Street)
CAMBRIDGE MA 02142

(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*
Simon Nicholas

(Last) (First) (Middle)
C/O CLARUS VENTURES, LLC
101 MAIN STREET, SUITE 1210

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)

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

(Last) (First) (Middle)
C/O CLARUS VENTURES, LLC
101 MAIN STREET, SUITE 1210

(Street)
CAMBRIDGE MA 02142

(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*
GALAKATOS NICHOLAS

(Last) (First) (Middle)
C/O CLARUS VENTURES, LLC
101 MAIN STREET, SUITE 1210

(Street)
CAMBRIDGE MA 02142

(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*
Leiden Jeffrey

(Last) (First) (Middle)
C/O CLARUS VENTURES, LLC
101 MAIN STREET, SUITE 1210

(Street)
CAMBRIDGE MA 02142

(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*
WHEELER KURT

(Last) (First) (Middle)
C/O CLARUS VENTURES, LLC
101 MAIN STREET, SUITE 1210

(Street)
CAMBRIDGE MA 02142

(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*
STEINMETZ MICHAEL

(Last) (First) (Middle)
C/O CLARUS VENTURES, LLC
101 MAIN STREET, SUITE 1210

(Street)
CAMBRIDGE MA 02142

(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. 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, Leiden, 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, Leiden, 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.
Remarks:
/s/ Robert Liptak, Manager of Clarus Ventures II, LLC, general partner of Clarus Ventures II GP, L.P., general partner of Clarus Lifesciences II, L.P. 08/20/2010
/s/ Robert Liptak, Manager of Clarus Ventures II, LLC, general partner of Clarus Ventures II GP, L.P. 08/20/2010
/s/ Robert Liptak, Manager of Clarus Ventures II, LLC 08/20/2010
/s/ Robert Liptak, as attorney-in-fact for Nicholas Simon 08/20/2010
/s/ Robert Liptak 08/20/2010
/s/ Robert Liptak, as attorney-in-fact for Dennis Henner 08/20/2010
/s/ Robert Liptak, as attorney-in-fact for Nicholas Galakatos 08/20/2010
/s/ Robert Liptak, as attorney-in-fact for Jeffrey Leiden 08/20/2010
/s/ Robert Liptak, as attorney-in-fact for Kurt Wheeler 08/20/2010
/s/ Robert Liptak, as attorney-in-fact for Michael Steinmetz 08/20/2010
** 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.
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