Edgar Filing: AMICUS THERAPEUTICS INC

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0104

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Canaan Equity Partners III LLC

2. Date of Event Requiring Statement (Month/Day/Year)
05/30/2007

3. Issuer Name and Ticker or Trading Symbol
AMICUS THERAPEUTICS INC [FOLD]

(Last)

(First)

(Middle)

C/O CANAAN PARTNERS,Â 285 RIVERSIDE AVENUE, SUITE 250

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

WESTPORT,Â CTÂ 06880

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security
(Instr. 4)

2. Amount of Securities Beneficially Owned
(Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)

4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	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 control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽²⁾	Common Stock	931,762	$ ⁽³⁾	I	See footnote ⁽⁴⁾
Series C Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽²⁾	Common Stock	907,498	$ ⁽³⁾	I	See footnote ⁽⁵⁾
Series D Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽²⁾	Common Stock	203,378	$ ⁽³⁾	I	See footnote ⁽⁶⁾
Series B Convertible Preferred Stock Warrant (Right to Buy)	Â ⁽¹⁾	05/04/2014	Series B Convertible Preferred Stock ⁽⁷⁾	14,179	$ ⁽⁸⁾	I	See Footnote ⁽⁹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Canaan Equity Partners III LLC C/O CANAAN PARTNERS 285 RIVERSIDE AVENUE, SUITE 250 WESTPORT,Â CTÂ 06880	Â	Â X	Â	Â
CANAAN EQUITY III LP C/O CANAAN PARTNERS 285 RIVERSIDE AVENUE, SUITE 250 WESTPORT,Â CTÂ 06880	Â	Â X	Â	Â
CANAAN EQUITY III ENTREPRENEURS LLC C/O CANAAN PARTNERS 285 RIVERSIDE AVENUE, SUITE 250 WESTPORT,Â CTÂ 06880	Â	Â X	Â	Â
BALEN JOHN V C/O CANAAN PARTNERS 285 RIVERSIDE AVENUE, SUITE 250 WESTPORT,Â CTÂ 06880	Â	Â X	Â	Â
GREEN L STEPHEN C/O CANAAN PARTNERS 285 RIVERSIDE AVENUE, SUITE 250 WESTPORT,Â CTÂ 06880	Â	Â X	Â	Â
DEEPAK KAMRA C/O CANAAN PARTNERS 285 RIVERSIDE AVENUE, SUITE 250 WESTPORT,Â CTÂ 06880	Â	Â X	Â	Â
KOPCHINSKY GREGORY C/O CANAAN PARTNERS 285 RIVERSIDE AVENUE, SUITE 250 WESTPORT,Â CTÂ 06880	Â	Â X	Â	Â
RUDNICK SETH C/O CANAAN PARTNERS 285 RIVERSIDE AVENUE, SUITE 250 WESTPORT,Â CTÂ 06880	Â	Â X	Â	Â
RUSSO GUY M C/O CANAAN PARTNERS 285 RIVERSIDE AVENUE, SUITE 250 WESTPORT,Â CTÂ 06880	Â	Â X	Â	Â
YOUNG ERIC A C/O CANAAN PARTNERS 285 RIVERSIDE AVENUE, SUITE 250 WESTPORT,Â CTÂ 06880	Â	Â X	Â	Â

Signatures

Canaan Equity Partners III LLC By: /s/ John D. Lambrech, as Attorney-in-Fact		05/30/2007
^**Signature of Reporting Person		Date
*		05/30/2007
^**Signature of Reporting Person		Date
*		05/30/2007
^**Signature of Reporting Person		Date
*		05/30/2007
^**Signature of Reporting Person		Date
*		05/30/2007
^**Signature of Reporting Person		Date
*		05/30/2007
^**Signature of Reporting Person		Date
*		05/30/2007
^**Signature of Reporting Person		Date
*		05/30/2007
^**Signature of Reporting Person		Date
*		05/30/2007
^**Signature of Reporting Person		Date
*		05/30/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	Immediately Exercisable.
(2)	Not Applicable.
(3)	Each share of Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock, as applicable, will automatically convert on a 1-for-1 basis into shares of Common Stock upon the closing of the Issuer?s initial public offering.
(4)	Consists of 898,220 shares held of record by Canaan Equity III, L.P. and 33,542 shares held of record by Canaan Equity III Entrepreneurs, LLC. Each of John V. Balen, Stephen L. Green, Deepak Kamra, Gregory Kopchinsky, Seth A. Rudnick, Guy M. Russo, Eric A. Young are managers of Canaan Equity III LLC, the sole general partner and manager, as applicable, of Canaan Equity III, L.P. and Canaan Equity III Entrepreneurs, LLC and, as a result, such individuals may be deemed to have shared voting, investment and dispositive power with respect to such shares. Each such person disclaims beneficial ownership of such shares except to the extent of their respective pecuniary interest therein. The inclusion of these shares in this report shall not be deemed to be an admission of beneficial ownership of the shares for purposes of Section 16 of the Securities Exchange Act of 1934 or any other purpose.
(5)	Consists of 874,830 shares held of record by Canaan Equity III, L.P. and 32,668 shares held of record by Canaan Equity III Entrepreneurs, LLC. Each of John V. Balen, Stephen L. Green, Deepak Kamra, Gregory Kopchinsky, Seth A. Rudnick, Guy M. Russo, Eric A. Young are managers of Canaan Equity III LLC, the sole general partner and manager, as applicable, of Canaan Equity III, L.P. and Canaan Equity III Entrepreneurs, LLC and, as a result, such individuals may be deemed to have shared voting, investment and dispositive power with respect to such shares. Each such person disclaims beneficial ownership of such shares except to the extent of their respective pecuniary interest therein. The inclusion of these shares in this report shall not be deemed to be an admission of beneficial ownership of the shares for purposes of Section 16 of the Securities Exchange Act of 1934 or any other purpose.
(6)	Consists of 196,058 shares held of record by Canaan Equity III, L.P. and 7,320 shares held of record by Canaan Equity III Entrepreneurs, LLC. Each of John V. Balen, Stephen L. Green, Deepak Kamra, Gregory Kopchinsky, Seth A. Rudnick, Guy M. Russo, Eric A. Young are managers of Canaan Equity III LLC, the sole general partner and manager, as applicable, of Canaan Equity III, L.P. and Canaan Equity III Entrepreneurs, LLC and, as a result, such individuals may be deemed to have shared voting, investment and dispositive power with respect to such shares. Each such person disclaims beneficial ownership of such shares except to the extent of their respective pecuniary interest therein. The inclusion of these shares in this report shall not be deemed to be an admission of beneficial ownership of the shares for purposes of Section 16 of the Securities Exchange Act of 1934 or any other purpose.
(7)	Each warrant will be converted into warrants to purchase Common Stock in connection with the closing of the Issuer?s initial public offering in accordance with the terms of the applicable warrant.
(8)	Each warrant will be automatically exercised in connection with the closing of the Issuer?s initial public offering for shares of Common Stock on a 1-for-1 basis in accordance with the terms of the applicable warrant.
(9)	Consists of warrants to purchase 13,669 shares held of record by Canaan Equity III, L.P. and warrants to purchase 510 shares held of record by Canaan Equity III Entrepreneurs, LLC. Each of John V. Balen, Stephen L. Green, Deepak Kamra, Gregory Kopchinsky, Seth A. Rudnick, Guy M. Russo, Eric A. Young are managers of Canaan Equity III LLC, the sole general partner and manager, as applicable, of Canaan Equity III, L.P. and Canaan Equity III Entrepreneurs, LLC and, as a result, such individuals may be deemed to have shared voting, investment and dispositive power with respect to such warrants and shares. Each such person disclaims beneficial ownership of such warrants and shares except to the extent of their respective pecuniary interest therein. The inclusion of these warrants and shares in this report shall not be deemed to be an admission of beneficial ownership for purposes of Section 16 of the Securities Exchange Act of 1934 or any other purpose.

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