Sec Form 4 Filing - RA CAPITAL MANAGEMENT, LLC @ ACHILLION PHARMACEUTICALS INC - 2014-08-25

Insider filing report for Changes in Beneficial Ownership
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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
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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1. Name and Address of Reporting Person
RA CAPITAL MANAGEMENT, LLC
 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)
(Last) (First) (Middle)
20 PARK PLAZA, SUITE 1200 		3. Date of Earliest Transaction (MM/DD/YY)
08/25/2014
(Street)
BOSTON, MA02116 		4. If Amendment, Date Original Filed (MM/DD/YY)
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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, $0.001 par value 08/25/2014 S 226,200 ( 1 ) D $ 10.9369 18,024,807 I See Footnotes ( 11 ) ( 12 )
Common Stock, $0.001 par value 08/25/2014 S 105,196 ( 2 ) D $ 11.0114 17,919,611 I See Footnotes ( 11 ) ( 12 )
Common Stock, $0.001 par value 08/26/2014 S 1,347,639 ( 3 ) D $ 11.1303 16,571,972 I See Footnotes ( 11 ) ( 12 )
Common Stock, $0.001 par value 08/26/2014 S 52,361 ( 4 ) D $ 11.1575 16,519,611 I See Footnotes ( 11 ) ( 12 )
Common Stock, $0.001 par value 08/26/2014 S 250,000 ( 5 ) D $ 11.7953 16,269,611 I See Footnotes ( 11 ) ( 12 )
Common Stock, $0.001 par value 08/26/2014 S 150,000 ( 6 ) D $ 11.78 16,119,611 I See Footnotes ( 11 ) ( 12 )
Common Stock, $0.001 par value 08/26/2014 S 312,867 ( 7 ) D $ 11.7682 15,806,744 I See Footnotes ( 11 ) ( 12 )
Common Stock, $0.001 par value 08/27/2014 S 116,989 ( 8 ) D $ 11.7469 15,689,755 I See Footnotes ( 11 ) ( 12 )
Common Stock, $0.001 par value 08/27/2014 S 150,100 ( 9 ) D $ 11.4758 15,539,655 ( 10 ) I See Footnotes ( 11 ) ( 12 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY) 		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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RA CAPITAL MANAGEMENT, LLC
20 PARK PLAZA, SUITE 1200
BOSTON, MA02116		 X
RA Capital Healthcare Fund LP
20 PARK PLAZA, SUITE 1200
BOSTON, MA02116		 X
Kolchinsky Peter
20 PARK PLAZA, SUITE 1200
BOSTON, MA02116		 X
Signatures
/s/ Peter Kolchinsky, Manager of RA Capital Management, LLC 08/27/2014
Signature of Reporting Person Date
/s/ Peter Kolchinsky, Manager of RA Capital Management, LLC, the General Partner of RA Capital Healthcare Fund, L.P. 08/27/2014
Signature of Reporting Person Date
/s/ Peter Kolchinsky, individually 08/27/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The securities sold include 186,841 shares for RA Capital Healthcare Fund, L.P. (the "Fund") and 39,359 shares for an account owned by Blackwell Partners, LLC (the "Blackwell Account").
( 2 )The securities sold include 86,892 shares for the Fund and 18,304 shares for an account owned by the Blackwell Account.
( 3 )The securities sold include 1,113,150 shares for the Fund and 234,489 shares for an account owned by the Blackwell Account.
( 4 )The securities sold include 43,250 shares for the Fund and 9,111 shares for an account owned by the Blackwell Account.
( 5 )The securities sold include 206,500 shares for the Fund and 43,500 shares for an account owned by the Blackwell Account.
( 6 )The securities sold include 123,900 shares for the Fund and 26,100 shares for an account owned by the Blackwell Account.
( 7 )The securities sold include 258,248 shares for the Fund and 54,439 shares for an account owned by the Blackwell Account.
( 8 )The securities sold include 116,989 shares for the Fund.
( 9 )The securities sold include 150,100 shares for the Fund.
( 10 )Following the transactions set forth on Table I above, 12,225,810 shares are held by the Fund, and 3,313,845 shares are held in the Blackwell Account.
( 11 )RA Capital Management, LLC (the "Adviser") is the general partner of the Fund and the investment adviser of the Blackwell Account. Peter Kolchinsky is the sole manager of the Adviser. In their respective capacities, each of Mr. Kolchinsky and the Adviser may be deemed to beneficially own the reported securities.
( 12 )Pursuant to Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the "Act"), each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of their respective pecuniary interests therein. The filing of this Form 4 shall not be construed as an admission that Mr. Kolchinsky or the Adviser is or was for the purposes of Section 16(a) of the Act, or otherwise, the beneficial owner of any of securities reported herein.

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