AMICUS THERAPEUTICS, INC. — Major Shareholding Notification 2012

Feb 14, 2012

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G/A	OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response 10.4
Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Amicus Therapeutics, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
03152W109
(CUSIP Number)
December 31, 2011
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

| o | Rule
13d-1(b) |
| --- | --- |
| x | Rule
13d-1(c) |
| o | Rule
13d-1(d) |

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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.

1

CUSIP No. 03152W109 13G/A Page 2 of 10 Pages

1.	NAMES OF REPORTING PERSONS
	Great Point Partners, LLC
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY):
	37-1475292
2.	CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
	(a)	o
	(b)	o
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF
ORGANIZATION
	USA
		5.	SOLE VOTING POWER	0
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
		6.	SHARED VOTING POWER
				2,618,418 1
		7.	SOLE DISPOSITIVE POWER
				0
		8.	SHARED DISPOSITIVE POWER
				2,618,418 1
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
		2,618,418 1
10.	CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN
	SHARES (See
Instructions)			o
11.	PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
		7.35% 1, 2
12.	TYPE OF REPORTING PERSON (See Instructions)
		OO

| 1 | Consists of 401,853 shares owned by Biomedical Value Fund, LP (“BVF”),
444,422 shares owned by Biomedical Offshore Value Fund, Ltd. (“BOVF”),
154,546 shares owned by Biomedical Institutional Value Fund, LP (“BIVF”),
167,299 shares owned by Lyrical Multi-Manager Fund, LP (“Lyrical”), 72,696
shares owned by Lyrical Multi-Strategy Offshore Fund, Ltd., 399,995 shares
owned by Class D Series of GEF-PS, L.P. (“GEF-PS”) and 234,612 shares
underlying a warrant held by BVF, 254,700 shares underlying a warrant held by
BOVF, 87,228 shares underlying a warrant held by BIVF, 150,399 shares
underlying a warrant held by Lyrical and 250,668 shares underlying a warrant
held by GEF-PS. |
| --- | --- |
| 2 | Based on a total of 34,654,206 shares outstanding as reported in the
Issuer’s Form 10-Q filed on November 2, 2011. |

CUSIP No. 03152W109 13G/A Page 3 of 10 Pages

1.	NAMES OF REPORTING PERSONS
	Dr. Jeffrey R. Jay, M.D.
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY):
2.	CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
	(a)	o
	(b)	o
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF
ORGANIZATION
	USA
		5.	SOLE VOTING POWER	0
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
		6.	SHARED VOTING POWER
				2,618,418 1
		7.	SOLE DISPOSITIVE POWER
				0
		8.	SHARED DISPOSITIVE POWER
				2,618,418 1
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
		2,618,418 1
10.	CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN
	SHARES (See
Instructions)			o
11.	PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
		7.35% 1, 2
12.	TYPE OF REPORTING PERSON (See Instructions)
		IN

CUSIP No. 03152W109 13G/A Page 4 of 10 Pages

1.	NAMES OF REPORTING PERSONS
	Mr. David Kroin
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY):
2.	CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
	(a)	o
	(b)	o
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF
ORGANIZATION
	USA
		5.	SOLE VOTING POWER	0
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
		6.	SHARED VOTING POWER
				2,618,418 1
		7.	SOLE DISPOSITIVE POWER
				0
		8.	SHARED DISPOSITIVE POWER
				2,618,418 1
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
		2,618,418 1
10.	CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN
	SHARES (See
Instructions)			o
11.	PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
		7.35% 1,2
12.	TYPE OF REPORTING PERSON (See Instructions)
		IN

CUSIP No. 03152W109 13G/A Page 5 of 10 Pages

Item 1.	(a)		Name of Issuer
			Amicus Therapeutics, Inc.
	(b)		Address of Issuer’s
Principal Executive Offices
			6 Cedar Brook Drive, Cranbury,
NJ 08512
Item 2.
	(a)		Name of Person Filing
			Great
Point Partners, LLC
			Dr.
Jeffrey R. Jay, M.D.
			Mr.
David Kroin
	The Reporting Persons have entered into a Joint
Filing Agreement, dated February 14, 2012, a copy of which is filed with this
Schedule 13G/A as Exhibit A, pursuant to which the Reporting Persons have
agreed to file this statement jointly in accordance with the provisions of
Rule 13d-1(k)(1) under the Act.
	(b)		Address of Principal
Business Office, or if none, Residence
			The address of the principal business office of each
of the Reporting Persons is
			165
Mason Street, 3rd Floor
			Greenwich,
CT 06830
	(c)		Citizenship
	Great Point Partners, LLC is a limited liability
company organized under the laws of the State of Delaware. Dr. Jeffrey R.
Jay, M.D. is a citizen of the United States. Mr. David Kroin is a citizen of
the United States.
	(d)		Title of Class of
Securities
			Common Stock
	(e)		CUSIP Number
			03152W109
Item 3.	If this
statement is filed pursuant to §240.13d-1(b) or 240.13d.2(b) or (c), check
whether the person filing is a:
			Not Applicable.
	(a)	o	Broker or dealer registered under Section 15 of the Act (15 U.S.C.
78o)
	(b)	o	Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	o	Insurance company as defined in Section 3(a)(19) of the Act (15.
U.S.C. 78c).
	(d)	o	Investment
Company registered under Section 8 of the Investment Company Act of 1940 (15
U.S.C. 80a-8).
	(e)	o	An investment adviser in
accordance with §240.13d-1(b)(1)(ii)(E).

CUSIP No. 03152W109 13G/A Page 6 of 10 Pages

| | (f) | o | An employee benefit plan or
endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). |
| --- | --- | --- | --- |
| | (g) | o | A parent holding company or
control person in accordance with §240.13d-1(b)(1)(ii)(G). |
| | (h) | o | A savings associations as
defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813). |
| | (i) | o | A church plan that is
excluded from the definition of an investment company under Section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3). |
| | (j) | o | Group, in accordance with
§240.13d-1(b)(1)(ii)(J). |
| Item 4. | Ownership | | |
| | Biomedical Value Fund, L.P. (“BVF”) is the record
owner of 401,853 shares of Common Stock (the “BVF Shares”). Great Point
Partners, LLC (“Great Point”) is the investment manager of BVF, and by virtue
of such status may be deemed to be the beneficial owner of the BVF Shares.
Each of Dr. Jeffrey R. Jay, M.D. (“Dr. Jay”), as senior managing member of
Great Point, and Mr. David Kroin (“Mr. Kroin”), as special managing member of
Great Point, has voting and investment power with respect to the BVF Shares,
and therefore may be deemed to be the beneficial owner of the BVF Shares. In
addition, BVF is the record owner of a warrant to purchase 234,612 shares. | | |
| | Biomedical Offshore Value Fund, Ltd. (“BOVF”) is the
record owner of 444,422 shares of Common Stock (the “BOVF Shares”). Great
Point is the investment manager of BOVF, and by virtue of such status may be
deemed to be the beneficial owner of the BOVF Shares. Each of Dr. Jay, as
senior managing member of Great Point, and Mr. Kroin, as special managing
member of Great Point, has voting and investment power with respect to the
BOVF Shares, and therefore may be deemed to be the beneficial owner of the
BOVF Shares. In addition, BOVF is the record owner of a warrant to purchase
254,700 shares. | | |
| | Biomedical Institutional Value Fund, L.P. (“BIVF”)
is the record owner of 154,546 shares of Common Stock (the “BIVF Shares”).
Great Point is the investment manager of BIVF, and by virtue of such status
may be deemed to be the beneficial owner of the BIVF Shares. Each of Dr. Jay,
as senior managing member of Great Point, and Mr. Kroin, as special managing
member of Great Point, has voting and investment power with respect to the
BIVF Shares, and therefore may be deemed to be the beneficial owner of the
BIVF Shares. In addition, BIVF is the record owner of a warrant to purchase
87,228 shares. | | |
| | Lyrical Multi-Manager Fund, LP (“Lyrical”) is the
record owner of 167,299 shares of Common Stock (the “Lyrical Shares”). Great
Point is the investment manager of Lyrical, and by virtue of such status may
be deemed to be the beneficial owner of the Lyrical Shares. Each of Dr. Jay,
as senior managing member of Great Point, and Mr. Kroin, as special managing
member of Great Point, has voting and investment power with respect to the
Lyrical Shares, and therefore may be deemed to be the beneficial owner of the
Lyrical Shares. In addition, Lyrical is the record owner of a warrant to
purchase 150,399 shares. | | |
| | Lyrical Multi-Manager Offshore Fund, Ltd. (“Lyrical
Offshore”) is the record owner of 72,696 shares of Common Stock (the “Lyrical
Offshore Shares”). Great Point is the investment manager of Lyrical Offshore,
and by virtue of such status may be deemed to be the beneficial owner of the
Lyrical Offshore Shares. Each of Dr. Jay, as senior managing member of Great
Point, and Mr. Kroin, as special managing member of Great Point, has voting
and investment power with respect to the Lyrical Offshore Shares, and
therefore may be deemed to be the beneficial owner of the Lyrical Offshore
Shares. | | |

CUSIP No. 03152W109 13G/A Page 7 of 10 Pages

| Class D Series of GEF-PS, L.P. (“GEF-PS”) is the
record owner of 399,995 shares of Common Stock (the “GEF-PS Shares”). Great
Point is the investment manager of GEF-PS, and by virtue of such status may
be deemed to be the beneficial owner of the GEF-PS Shares. Each of Dr. Jay,
as senior managing member of Great Point, and Mr. Kroin, as special managing
member of Great Point, has voting and investment power with respect to the
GEF-PS Shares, and therefore may be deemed to be the beneficial owner of the
GEF-PS Shares. In addition, GEF-PS is the record owner of a warrant to
purchase 250,668 shares. | | |
| --- | --- | --- |
| Notwithstanding the above, Great Point, Dr. Jay and
Mr. Kroin disclaim beneficial ownership of the BVF Shares, the BOVF Shares,
the BIVF Shares, the Lyrical Shares, the Lyrical Offshore Shares, the GEF-PS
Shares and the shares underlying the warrants described above, except to the
extent of their respective pecuniary interests. | | |
| Provide the following information regarding the
aggregate number and percentage of the class of securities of the issuer
identified in Item 1. | | |
| 1. | Great
Point Partners, LLC | |
| (a) | Amount beneficially owned: 2,618,418 3 | |
| (b) | Percent of class: 7.35% 3, 4 | |
| (c) | Number of shares as to
which the person has: | |
| | (i) | Sole power to vote or to direct the vote: - 0 - |
| | (ii) | Shared power to vote or to direct the vote:
2,618,418 3 |
| | (iii) | Sole power to dispose or to direct the disposition
of: - 0 -. |
| | (iv) | Shared power to dispose or to direct the disposition
of: 2,618,418 3 |
| 2. | Dr.
Jeffrey R. Jay, M.D. | |
| (a) | Amount beneficially owned: 2,618,418 3 | |
| (b) | Percent of class: 7.35% 3,4 | |
| (c) | Number of shares as to
which the person has: | |
| | (i) | Sole power to vote or to
direct the vote: 0. |
| | (ii) | Shared power to vote or to direct the vote:
2,618,418 3 |

| 3 | Consists of 401,853 shares owned by Biomedical Value Fund, LP (“BVF”),
444,422 shares owned by Biomedical Offshore Value Fund, Ltd. (“BOVF”),
154,546 shares owned by Biomedical Institutional Value Fund, LP (“BIVF”),
167,299 shares owned by Lyrical Multi-Manager Fund, LP (“Lyrical”), 72,696
shares owned by Lyrical Multi-Strategy Offshore Fund, Ltd., 399,995 shares
owned by Class D Series of GEF-PS, L.P. (“GEF-PS”) and 234,612 shares
underlying a warrant held by BVF, 254,700 shares underlying a warrant held by
BOVF, 87,228 shares underlying a warrant held by BIVF, 150,399 shares
underlying a warrant held by Lyrical and 250,668 shares underlying a warrant
held by GEF-PS. |
| --- | --- |
| 4 | Based on a total of 34,654,206 shares outstanding as reported in the
Issuer’s Form 10-Q filed on November 2, 2011. |

CUSIP No. 03152W109 13G/A Page 8 of 10 Pages

| | (iii) | Sole power to dispose or to
direct the disposition of: 0. |
| --- | --- | --- |
| | (iv) | Shared power to dispose or to direct the disposition
of: 2,618,418 3 |
| 3. | Mr. David
Kroin | |
| (a) | Amount beneficially owned: 2,618,418 3 | |
| (b) | Percent of class: 7.35% 3,4 | |
| (c) | Number of shares as to
which the person has: | |
| | (i) | Sole power to vote or to
direct the vote: 0. |
| | (ii) | Shared power to vote or to direct the vote:
2,618,418 3 |
| | (iii) | Sole power to dispose or to
direct the disposition of: 0. |
| | (iv) | Shared power to dispose or to direct the disposition
of: 2,618,418 3 |

| Item 5. | Ownership
of Five Percent or Less of a Class |
| --- | --- |
| If
this statement is being filed to report the fact that as of the date hereof
each of the Reporting Persons has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following [ ]. | |
| Item 6. | Ownership
of More than Five Percent on Behalf of Another Person: |
| | See Item 4. |
| Item 7. | Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on by the Parent
Holding Company |
| | Not Applicable. |
| Item 8. | Identification and Classification
of Members of the Group |
| | Not Applicable. |
| Item 9. | Notice of Dissolution of Group |
| | Not Applicable. |
| Item 10. | Certification |

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as participant in any transaction having that purpose or effect.

CUSIP No. 03152W109 13G/A Page 9 of 10 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2012

GREAT POINT PARTNERS, LLC
By:	/s/ Dr. Jeffrey R. Jay, M.D.
	Dr. Jeffrey R. Jay, M.D.,
	as senior managing member
/s/ Dr. Jeffrey R. Jay, M.D.
DR. JEFFREY R. JAY, M.D.
/s/ Mr. David Kroin
MR. DAVID KROIN

Exhibit A

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G

The undersigned hereby agree as follows:

(i) Each of them is individually eligible to use the Schedule 13G/A to which this Exhibit is attached, and such Schedule 13G/A is filed on behalf of each of them; and

(ii) Each of them is responsible for the timely filing of such Schedule 13G/A and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Date: February 14, 2012

GREAT POINT PARTNERS, LLC
By:	/s/ Dr. Jeffrey R. Jay, M.D.
	Dr. Jeffrey R. Jay, M.D.,
	as senior managing member
/s/ Dr. Jeffrey R. Jay, M.D.
DR. JEFFREY R. JAY, M.D.
/s/ Mr. David Kroin
MR. DAVID KROIN