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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â BARKAS ALEXANDER E

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 PROSPECT VENTURE PARTNERS,Â 435 TASSO STREET, SUITE 200

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

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

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

(Street)

PALO ALTO,Â CAÂ 94301

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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)
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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 ⁽¹⁾	Common Stock	978,562	$ 0	I	By Prospect Venture Partners II, L.P. ⁽²⁾
Series B Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	14,902	$ 0	I	By Prospect Associates II,L.P. ⁽³⁾
Series C Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	1,000,978	$ 0	I	By Prospect Venture Partners II, L.P. ⁽²⁾
Series C Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	15,242	$ 0	I	By Prospect Associates II, L.P. ⁽³⁾
Series D Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	219,042	$ 0	I	By Prospect Venture Partners II, L.P. ⁽²⁾
Series D Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	3,334	$ 0	I	By Prospect Associates II, L.P. ⁽³⁾
Warrants to purchase Series B Preferred Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	14,892	$ 6.375	I	By Prospect Venture Partners II, L.P. ⁽⁵⁾
Warrants to purchase Series B Preferred Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	227	$ 6.375	I	By Prospect Associates II, L.P. ⁽⁶⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BARKAS ALEXANDER E C/O PROSPECT VENTURE PARTNERS 435 TASSO STREET, SUITE 200 PALO ALTO,Â CAÂ 94301	Â X	Â	Â	Â

Signatures

/s/ Dave Markland, Attorney-in-Fact for Alexander E. Barkas, Ph.D.		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)	The Issuer's Preferred Stock will automatically convert into Common Stock on a one-for-one basis upon the closing of the Issuer's initial public offering.
(2)	The shares are owned by Prospect Venture Partners II, L.P. ("PVP II"), which is under common control with Prospect Associates II, L.P. ("PA II"). Prospect Management Co. II, L.L.C. ("PMC II") serves as the general partner of PVP II. Alexander E. Barkas, Ph.D. is a Managing Director of PMC II and shares voting and investment power over the shares held by PVP II. The reporting person disclaims beneficial ownership of the shares reported herein, except to the extent of his proportionate pecuniary interest therein.
(3)	The shares are owned by PA II. PMC II serves as the general partner of PA II. Alexander E. Barkas, Ph.D. is a Managing Director of PMC II and shares voting and investment power over the shares held by PA II. The reporting person disclaims beneficial ownership of the shares reported herein, except to the extent of his proportionate pecuniary interest therein.
(4)	Immediately exercisable.These warrants shall expire upon the closing of the Issuer's initial public offering.
(5)	The shares are owned by PVP II.
(6)	The shares are owned by PA II.

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