Sec Form 4 Filing - NEW ENTERPRISE ASSOCIATES 11 LP @ AMICUS THERAPEUTICS INC - 2007-06-05

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person NEW ENTERPRISE ASSOCIATES 11 LP 2. Issuer Name and Ticker or Trading Symbol AMICUS THERAPEUTICS INC [ FOLD] 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) 1119 ST. PAUL STREET 3. Date of Earliest Transaction (MM/DD/YY) 06/05/2007 (Street) BALTIMORE, MD21202 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 06/05/2007 C 3,650,488 A 3,650,488 D ( 2 ) Common Stock 06/05/2007 X( 3 ) 15,077 A $ 6.375 3,665,565 D ( 2 ) Common Stock 06/05/2007 S( 3 ) 6,408 D $ 15 3,659,157 D ( 2 )

(D) 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) Date Exercisable Expiration Date Title Amount or Number of Shares Series B Convertible Preferred Stock ( 1 ) 06/05/2007 C 990,796 ( 1 ) ( 1 ) Common Stock 990,796 $ 0 0 D ( 2 ) Series C Convertible Preferred Stock ( 1 ) 06/05/2007 C 1,016,220 ( 1 ) ( 1 ) Common Stock 1,016,220 $ 0 0 D ( 2 ) Series D Convertible Preferred Stock ( 1 ) 06/05/2007 C 1,643,472 ( 1 ) ( 1 ) Common Stock 1,643,472 $ 0 0 D ( 2 ) Series B Convertible Preferred Stock Warrant (Right to Buy) $ 6.375 06/05/2007 X 15,077 05/04/2004( 4 ) 05/04/2014( 4 ) Common Stock 15,077 $ 0 0 D ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other NEW ENTERPRISE ASSOCIATES 11 LP 1119 ST. PAUL STREET BALTIMORE, MD21202 X NEA PARTNERS 11 LP 1119 ST. PAUL STREET BALTIMORE, MD21202 X NEA 11 GP, LLC 1119 ST. PAUL STREET BALTIMORE, MD21202 X BARRETT M JAMES 1119 ST. PAUL STREET BALTIMORE, MD21202 X BASKETT FOREST 1119 ST. PAUL STREET BALTIMORE, MD21202 X DRANT RYAN D 1119 ST. PAUL STREET BALTIMORE, MD21202 X KOLLURI KRISHNA KITTU 1119 ST. PAUL STREET BALTIMORE, MD21202 X LINEHAN CHARLES M 1119 ST. PAUL STREET BALTIMORE, MD21202 X SANDELL SCOTT D 1119 ST. PAUL STREET BALTIMORE, MD21202 X TRAINOR III EUGENE A 1119 ST. PAUL STREET BALTIMORE, MD21202 X Signatures /s/ Shawn Conway, attorney-in-fact 06/07/2007 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each of the Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock automatically converted into the Issuer's common stock on a one for one basis upon the closing of the Issuer's initial public offering on June 5, 2007. ( 2 )The securities are directly held by New Enterprise Associates 11, Limited Partnership ("NEA 11") and indirectly held by NEA PArtners 11, Limited Partnership ("NEA Partners 11"), the sole general partners of NEA 11, NEA 11 GP, LLC ("NEA GP"), the sole general partner of NEA Partners 11, and the individual managers of NEA GP (NEA Partners 11, NEA GP and the individual managers of NEA GP together, the "Indirect Reporting Person"). The individual managers of NEA GP are M. James Barrett, Forest Baskett, Ryan D. Drant, Krishna "Kittu" Kolluri, C. Richard Kramlich, Charles M. Linehan, Charles W. Newhall III, Mark W. Perry, Scott D. Sandell and Eugene A. Trainor III. Each Indirect Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 11 shares in which such Indirect Reporting Person has no actual pecuniary interest therein. ( 3 )Net exercise of warrant held by the Reporting Person for an aggregate acquisition of 8,669 shares of Common Stock. ( 4 )The warrant was net exercised upon the closing of the Issuer's initial public offering.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.