Edgar Filing: AMICUS THERAPEUTICS INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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 ^*

Topper James N

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

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

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

(Last)

(First)

(Middle)

550 HAMILTON AVENUE, SUITE 100

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2008

(Street)

PALO ALTO, CA 94301

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

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 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/28/2008		P		100	A	$ 9.97	753,119	I	By Frazier Healthcare IV, LP ⁽¹⁾ ⁽²⁾
Common Stock	02/28/2008		P		100	A	$ 9.98	753,219	I	By Frazier Healthcare IV, LP ⁽¹⁾ ⁽²⁾
Common Stock	02/28/2008		P		300	A	$ 9.99	753,519	I	By Frazier Healthcare IV, LP ⁽¹⁾ ⁽²⁾
Common Stock	02/28/2008		P		900	A	$ 10	754,419	I	By Frazier Healthcare IV, LP ⁽¹⁾ ⁽²⁾
Common Stock	02/28/2008		P		100	A	$ 10.02	754,519	I	By Frazier Healthcare IV, LP ⁽¹⁾ ⁽²⁾
Common Stock	02/28/2008		P		100	A	$ 10.025	754,619	I	By Frazier Healthcare IV, LP ⁽¹⁾ ⁽²⁾
Common Stock	02/28/2008		P		261	A	$ 10.03	754,880	I	By Frazier Healthcare IV, LP ⁽¹⁾ ⁽²⁾
Common Stock	02/28/2008		P		801	A	$ 10.04	755,681	I	By Frazier Healthcare IV, LP ⁽¹⁾ ⁽²⁾
Common Stock	02/28/2008		P		900	A	$ 10.05	756,581	I	By Frazier Healthcare IV, LP ⁽¹⁾ ⁽²⁾
Common Stock	02/28/2008		P		100	A	$ 10.055	756,681	I	By Frazier Healthcare IV, LP ⁽¹⁾ ⁽²⁾
Common Stock	02/28/2008		P		421	A	$ 10.09	757,102	I	By Frazier Healthcare IV, LP ⁽¹⁾ ⁽²⁾
Common Stock	02/28/2008		P		179	A	$ 10.1	757,281	I	By Frazier Healthcare IV, LP ⁽¹⁾ ⁽²⁾
Common Stock	02/28/2008		P		123	A	$ 10.12	757,404	I	By Frazier Healthcare IV, LP ⁽¹⁾ ⁽²⁾
Common Stock	02/28/2008		P		77	A	$ 10.13	757,481	I	By Frazier Healthcare IV, LP ⁽¹⁾ ⁽²⁾
Common Stock	02/28/2008		P		100	A	$ 10.14	757,581	I	By Frazier Healthcare IV, LP ⁽¹⁾ ⁽²⁾
Common Stock	02/28/2008		P		200	A	$ 10.15	757,781	I	By Frazier Healthcare IV, LP ⁽¹⁾ ⁽²⁾
Common Stock	02/28/2008		P		100	A	$ 10.16	757,881	I	By Frazier Healthcare IV, LP ⁽¹⁾ ⁽²⁾
Common Stock	02/28/2008		P		400	A	$ 10.49	758,281	I	By Frazier Healthcare IV, LP ⁽¹⁾ ⁽²⁾
Common Stock	02/28/2008		P		500	A	$ 10.05	758,781	I	By Frazier Healthcare IV, LP ⁽¹⁾ ⁽²⁾
Common Stock								2,586,886	I	By Frazier Healthcare IV, LP ⁽²⁾ ⁽³⁾
Common Stock								13,128	I	By Frazier Affiliates IV, LP ⁽²⁾ ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

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

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Topper James N 550 HAMILTON AVENUE, SUITE 100 PALO ALTO, CA 94301	X	X

Signatures

/s/ James N. Topper		02/28/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The securities are owned directly by the entity listed. Dr. Topper is a member of the investment committee of FHM V, LLC, the general partner of FHM V, L.P., which is the general partner of Frazier Healthcare V, L.P. As a member of the FHM V, LLC investment committee, Dr. Topper may be deemed to share voting and investment power for securities held by Frazier Healthcare V, L.P. Dr. Topper disclaims beneficial ownership of these shares except to the extent of his proportionate pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the shares for purposes of Section 16 or for any other purpose.
(2)	There is no direct relationship among or between FHM V, LLC, FHM V, L.P. and Frazier Healthcare V, L.P., on the one hand, and FHM IV, LP, Frazier Healthcare IV, LP and Frazier Affiliates IV, LP, on the other. Beneficial ownership of Issuer shares as described herein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the shares for purposes of Section 16 or for any other purpose.
(3)	The securities are owned directly by the entity listed. Dr. Topper is a limited partner of FHM IV, LP, the general partner of Frazier Healthcare IV, LP and Frazier Affiliates IV, LP. Voting and investment power over such shares is exercised by FHM IV, LLC in its role as the general partner of FHM IV, LP. Dr. Topper is not a member or an officer of FHM IV, LLC. Dr. Topper disclaims beneficial ownership of these shares except to the extent of his proportionate pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the shares for purposes of Section 16 or for any other purpose.

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