Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. __)*

 
 
Supernus Pharmaceuticals, Inc.
(Name of Issuer)
 
Common Stock, $.001 par value
(Title of Class of Securities)
 
868459108
(CUSIP Number)
 
Louis S. Citron, Esq.
New Enterprise Associates
1954 Greenspring Drive, Suite 600,
Timonium, MD  21093
(410) 842-4000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
May 4, 2012
(Date of Event which Requires Filing of this Statement)
 
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.

*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 disclosures provided in a prior cover page.

The information required on 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).

 
 
 
 
 
CUSIP No. 868459108 13D PAGE 2 OF 22 PAGES
 
1
NAMES OF REPORTING PERSONS.
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
 
New Enterprise Associates 11, Limited Partnership
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)        (a)  o
                                                                                                                                                                    (b)  o
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0 shares
8
SHARED VOTING POWER
 
10,641,250 shares
9
SOLE DISPOSITIVE POWER
 
0 shares
10
SHARED DISPOSITIVE POWER
 
10,641,250 shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10,641,250 shares
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
44.5%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
 
 
 
 
CUSIP No. 868459108 13D PAGE 3 OF 22 PAGES
 
1
NAMES OF REPORTING PERSONS.
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
 
NEA Partners 11, Limited Partnership
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)        (a)  o
                                                                                                                                                                    (b)  o
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0 shares
8
SHARED VOTING POWER
 
10,641,250 shares
9
SOLE DISPOSITIVE POWER
 
0 shares
10
SHARED DISPOSITIVE POWER
 
10,641,250 shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10,641,250 shares
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
44.5%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
 
 
 
 
CUSIP No. 868459108 13D PAGE 4 OF 22 PAGES
 
1
NAMES OF REPORTING PERSONS.
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
 
NEA 11 GP, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)        (a)  o
                                                                                                                                                                    (b)  o
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0 shares
8
SHARED VOTING POWER
 
10,641,250 shares
9
SOLE DISPOSITIVE POWER
 
0 shares
10
SHARED DISPOSITIVE POWER
 
10,641,250 shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10,641,250 shares
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
44.5%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
 
 
 
 
CUSIP No. 868459108 13D PAGE 5 OF 22 PAGES
 
1
NAMES OF REPORTING PERSONS.
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
 
Michael James Barrett
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)        (a)  o
                                                                                                                                                                    (b)  o
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States citizen
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0 shares
8
SHARED VOTING POWER
 
10,641,250 shares
9
SOLE DISPOSITIVE POWER
 
0 shares
10
SHARED DISPOSITIVE POWER
 
10,641,250 shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10,641,250 shares
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
44.5%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 
 
 
 
 
CUSIP No. 868459108 13D PAGE 6 OF 22 PAGES
 
1
NAMES OF REPORTING PERSONS.
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
 
Peter J. Barris
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)        (a)  o
                                                                                                                                                                    (b)  o
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States citizen
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0 shares
8
SHARED VOTING POWER
 
10,641,250 shares
9
SOLE DISPOSITIVE POWER
 
0 shares
10
SHARED DISPOSITIVE POWER
 
10,641,250 shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10,641,250 shares
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
44.5%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 
 
 
 
 
CUSIP No. 868459108 13D PAGE 7 OF 22 PAGES
 
1
NAMES OF REPORTING PERSONS.
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
 
Forest Baskett
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)        (a)  o
                                                                                                                                                                    (b)  o
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States citizen
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0 shares
8
SHARED VOTING POWER
 
10,641,250 shares
9
SOLE DISPOSITIVE POWER
 
0 shares
10
SHARED DISPOSITIVE POWER
 
10,641,250 shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10,641,250 shares
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
44.5%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 
 
 
 
 
CUSIP No. 868459108 13D PAGE 8 OF 22 PAGES
 
1
NAMES OF REPORTING PERSONS.
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
 
Ryan D. Drant
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)        (a)  o
                                                                                                                                                                    (b)  o
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States citizen
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0 shares
8
SHARED VOTING POWER
 
10,641,250 shares
9
SOLE DISPOSITIVE POWER
 
0 shares
10
SHARED DISPOSITIVE POWER
 
10,641,250 shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10,641,250 shares
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
44.5%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 
 
 
 
 
CUSIP No. 868459108 13D PAGE 9 OF 22 PAGES
 
1
NAMES OF REPORTING PERSONS.
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
 
Krishna S. Kolluri
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)        (a)  o
                                                                                                                                                                    (b)  o
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States citizen
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0 shares
8
SHARED VOTING POWER
 
10,641,250 shares
9
SOLE DISPOSITIVE POWER
 
0 shares
10
SHARED DISPOSITIVE POWER
 
10,641,250 shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10,641,250 shares
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
44.5%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 
 
 
 
 
CUSIP No. 868459108 13D PAGE 10 OF 22 PAGES
 
1
NAMES OF REPORTING PERSONS.
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
 
C. Richard Kramlich
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)        (a)  o
                                                                                                                                                                    (b)  o
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States citizen
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0 shares
8
SHARED VOTING POWER
 
10,641,250 shares
9
SOLE DISPOSITIVE POWER
 
0 shares
10
SHARED DISPOSITIVE POWER
 
10,641,250 shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10,641,250 shares
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
44.5%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 
 
 
 
 
CUSIP No. 868459108 13D PAGE 11 OF 22 PAGES
 
1
NAMES OF REPORTING PERSONS.
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
 
Charles W. Newhall III
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)        (a)  o
                                                                                                                                                                    (b)  o
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States citizen
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0 shares
8
SHARED VOTING POWER
 
10,641,250 shares
9
SOLE DISPOSITIVE POWER
 
0 shares
10
SHARED DISPOSITIVE POWER
 
10,641,250 shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10,641,250 shares
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
44.5%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 
 
 
 
 
CUSIP No. 868459108 13D PAGE 12 OF 22 PAGES
 
1
NAMES OF REPORTING PERSONS.
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
 
Mark W. Perry
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)        (a)  o
                                                                                                                                                                    (b)  o
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States citizen
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0 shares
8
SHARED VOTING POWER
 
10,641,250 shares
9
SOLE DISPOSITIVE POWER
 
0 shares
10
SHARED DISPOSITIVE POWER
 
10,641,250 shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10,641,250 shares
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
44.5%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 
 
 
 
 
CUSIP No. 868459108 13D PAGE 13 OF 22 PAGES
 
1
NAMES OF REPORTING PERSONS.
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
 
Scott D. Sandell
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)        (a)  o
                                                                                                                                                                    (b)  o
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States citizen
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0 shares
8
SHARED VOTING POWER
 
10,641,250 shares
9
SOLE DISPOSITIVE POWER
 
0 shares
10
SHARED DISPOSITIVE POWER
 
10,641,250 shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10,641,250 shares
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
44.5%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 
 
 
 
 
CUSIP No. 868459108 13D PAGE 14 OF 22 PAGES
 
 
 
Schedule 13D

Item 1.              Security and Issuer.

This statement relates to the common stock, $.001 par value (the “Common Stock”) of Supernus Pharmaceuticals, Inc. (the “Issuer”) having its principal executive office at 1550 East Gude Drive, Rockville, MD 20850.
 

Item 2.              Identity and Background.

This statement is being filed by:

(a) New Enterprise Associates 11, Limited Partnership (“NEA 11”, the “Fund” or the “Record Holder”);

(b) NEA Partners 11, Limited Partnership (“NEA Partners 11” or the “GPLP”), which is the sole general partner of NEA 11; and NEA 11 GP, LLC (“NEA 11 LLC” and, together with the GPLP, the “Control Entities”), which is the sole general partner of NEA Partners 11; and

(c) Michael James Barrett (“Barrett”), Peter J. Barris (“Barris”), Forest Baskett (“Baskett”), Ryan D. Drant (“Drant”), Krishna S. Kolluri (“Kolluri”), C. Richard Kramlich (“Kramlich”), Charles W. Newhall III (“Newhall”), Mark W. Perry (“Perry”) and Scott D. Sandell (“Sandell”) (together, the “Managers”).

The persons named in this Item 2 are referred to individually herein as a “Reporting Person” and collectively as the “Reporting Persons.”

The address of the principal business office of the Record Holder, each Control Entity and Newhall is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093.  The address of the principal business office of each of Barrett, Barris and Drant is New Enterprise Associates, 5425 Wisconsin Avenue, Suite 800, Chevy Chase, MD 20815.  The address of the principal business office of Baskett, Kolluri, Kramlich, Perry and Sandell is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025.

The principal business of the Fund is to invest in and assist growth-oriented businesses located principally in the United States.  The principal business of NEA Partners 11 is to act as the sole general partner of NEA 11.  The principal business of NEA 11 LLC is to act as the sole general partner of NEA Partners 11.  The principal business of each of the Managers is to manage the Control Entities, the Fund and a number of affiliated partnerships with similar businesses.

During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The Fund and the GPLP are limited partnerships organized under the laws of the State of Delaware.  NEA 11 LLC is a limited liability company organized under the laws of the State of Delaware.  Each of the Managers is a United States citizen.

 
Item 3.              Source and Amount of Funds or Other Consideration.

Between December 21, 2005 and February 14, 2006, NEA 11 purchased 24,965,000 shares of Series A Preferred Stock of the Issuer (“Series A Stock”) for an aggregate purchase price of $24,965,000.  After giving effect to the automatic conversion of all outstanding shares of Series A Stock into shares of Common Stock and a one-for-four reverse stock split, NEA 11’s shares of Series A Stock were automatically converted into 6,241,250 shares of the Issuer’s Common Stock.

 
 
 
CUSIP No. 868459108 13D PAGE 15 OF 22 PAGES
 
 
 
On May 4, 2012, NEA 11 purchased 4,400,000 shares of Common Stock for an aggregate purchase price of $22,000,000.  NEA 11 now holds a total of 10,641,250 shares of the Issuer’s Common Stock (the “NEA 11 Shares”).

The working capital of NEA 11 was the source of the funds for the purchase of the NEA 11 Shares.  No part of the purchase price of the NEA 11 Shares was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the NEA 11 Shares.

 
Item 4.              Purpose of Transaction.

The Fund acquired the NEA 11 Shares for investment purposes.  Depending on market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors, NEA 11 and other Reporting Persons may dispose of or acquire additional shares of the Issuer.  Except as set forth above, none of the Reporting Persons has any present plans which relate to or would result in:

 
(a)
The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

 
(b)
An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

 
(c)
A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

 
(d)
Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

 
(e)
Any material change in the present capitalization or dividend policy of the Issuer;

 
(f)
Any other material change in the Issuer’s business or corporate structure;

 
(g)
Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

 
(h)
Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

 
(i)
A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or

 
(j)
Any action similar to any of those enumerated above.
 
 
Item 5.              Interest in Securities of the Issuer.

NEA 11 is the record owner of the NEA 11 Shares.  As the sole general partner of NEA 11, NEA Partners 11 may be deemed to own beneficially the NEA 11 Shares.  As the sole general partner of NEA Partners 11, NEA 11 LLC may be deemed to own beneficially the NEA 11 Shares.  As members of NEA 11 LLC, each of the Managers may be deemed to own beneficially the NEA 11 Shares.

Each Reporting Person disclaims beneficial ownership of the NEA 11 Shares other than those shares which such person owns of record.

 
 
 
CUSIP No. 868459108 13D PAGE 16 OF 22 PAGES
 
 
 
 
The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person’s cover sheet.  Such percentage was calculated based on the 23,912,319 shares of Common Stock reported to be outstanding immediately after the IPO on the Issuer’s prospectus filed under Rule 424(b)(4), filed with the Securities Exchange Commission on May 2, 2012.

 
(b)
Regarding the number of shares as to which such person has:

 
(i)
sole power to vote or to direct the vote: See line 7 of cover sheets

 
(ii)
shared power to vote or to direct the vote: See line 8 of cover sheets

 
(iii)
sole power to dispose or to direct the disposition: See line 9 of cover sheets.

 
(iv)
shared power to dispose or to direct the disposition: See line 10 of cover sheets

 
(c)
Except as set forth in Item 3 above, none of the Reporting Persons has effected any transaction in the Common Stock during the last 60 days.

 
(d)
No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, Shares beneficially owned by any of the Reporting Persons.

 
(e)
Not applicable.


Item 6.            Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer.

 
 
NEA 11 has entered into a lock-up agreement with the underwriters of the IPO pursuant to which NEA 11 has generally agreed, subject to certain exceptions, not to offer or sell any shares of common stock or securities convertible into or exchangeable or exercisable for shares of common stock for a period of 180 days from April 30, 2012 without the prior written consent of Citigroup Global Markets Inc. and Piper Jaffray & Co. Citigroup Global Markets Inc. and Piper Jaffray, in their sole discretion, together may release some or all of the securities from this lock-up agreement at any time. In general, if (i) during the last 17 days of the 180-day restricted period, the Issuer issues an earnings release or material news or a material event relating to the Issuer occurs; or (ii) prior to the expiration of the 180-day restricted period, the Issuer announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day restricted period, the restrictions described above shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

 
Item 7.            Material to be Filed as Exhibits.

 
Exhibit 1 – Agreement regarding filing of joint Schedule 13D.

Exhibit 2 – Power of Attorney regarding Schedule 13D filings.



 
 
 
CUSIP No. 868459108 13D PAGE 17 OF 22 PAGES
 
 
SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date:      May 14, 2012


NEW ENTERPRISE ASSOCIATES 11,
  LIMITED PARTNERSHIP

By:
NEA PARTNERS 11, LIMITED PARTNERSHIP
 
General Partner

 
By:
NEA 11 GP, LLC
 
General Partner


By:         *                                                                                                             
Peter J. Barris
Manager


NEA PARTNERS 11, LIMITED PARTNERSHIP

By:
NEA 11 GP, LLC
 
General Partner

             By:          *                                                                                                                                  
                    Peter J. Barris
                    Manager

 
NEA 11 GP, LLC


By:         *                                                                       
 
 
Peter J. Barris
 
Manager


         *                                                                             
 
Michael James Barrett


         *                                                                             
 
Peter J. Barris


         *                                                                             
 
Forest Baskett

 
 
 
CUSIP No. 868459108 13D PAGE 18 OF 22 PAGES
 
 
 

 
         *                                                                             
 
Ryan D. Drant


         *                                                                             
 
Krishna S. Kolluri


         *                                                                             
 
C. Richard Kramlich


         *                                                                             
 
Charles W. Newhall III


         *                                                                             
 
Mark W. Perry


         *                                                                             
 
Scott D. Sandell
 
 
 
 
 

 

*/s/ Louis S. Citron                                                                                                     
Louis S. Citron
As attorney-in-fact

This Schedule 13D was executed by Louis S. Citron on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.

 
 
 
CUSIP No. 868459108 13D PAGE 19 OF 22 PAGES
 
 
EXHIBIT 1


AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of stock of Supernus Pharmaceuticals, Inc.

EXECUTED this 14th day of May, 2012.


NEW ENTERPRISE ASSOCIATES 11,
  LIMITED PARTNERSHIP

By:
NEA PARTNERS 11, LIMITED PARTNERSHIP
 
General Partner

 
By:
NEA 11 GP, LLC
 
General Partner


By:         *                                                                                                                    
Peter J. Barris
Manager


NEA PARTNERS 11, LIMITED PARTNERSHIP

By:
NEA 11 GP, LLC
 
General Partner


By:          *                                                                                                                                                 
       Peter J. Barris
       Manager


NEA 11 GP, LLC

By:         *                                                                       
 
 
Peter J. Barris
 
Manager


         *                                                                             
 
Michael James Barrett


         *                                                                             
 
Peter J. Barris

 
 
 
CUSIP No. 868459108 13D PAGE 20 OF 22 PAGES
 
 
 
 

         *                                                                             
 
Forest Baskett


         *                                                                             
 
Ryan D. Drant


         *                                                                             
 
Krishna S. Kolluri


         *                                                                             
 
C. Richard Kramlich


         *                                                                             
 
Charles W. Newhall III


         *                                                                             
 
Mark W. Perry


         *                                                                             
 
Scott D. Sandell



*/s/ Louis S. Citron                                                                                               
Louis S. Citron
As attorney-in-fact


This Agreement relating to Schedule 13D was executed by Louis S. Citron on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached hereto as Exhibit 2.
 
 
 
 
CUSIP No. 868459108 13D PAGE 21 OF 22 PAGES
 

EXHIBIT 2

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Charles W. Newhall III, Louis S. Citron, Eugene A. Trainor III, Timothy Schaller and Shawn Conway, and each of them, with full power to act without the others, his true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his capacity as a direct or indirect general partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 4th day of May, 2009.

/s/ M. James Barrett
M. James Barrett

/s/ Peter J. Barris
Peter J. Barris

/s/ Forest Baskett
Forest Baskett

/s/ Rohini Chakravarthy
Rohini Chakravarthy

/s/ Patrick Chung
Patrick Chung

/s/ Ryan Drant
Ryan Drant

/s/ Shawn Conway
Shawn Conway

/s/ Anthony A. Florence
Anthony A. Florence

/s/ Robert Garland
Robert Garland

/s/ Paul Hsiao
Paul Hsiao

/s/ Vladimir Jacimovic
Vladimir Jacimovic
 
/s/ Patrick J. Kerins
Patrick J. Kerins

/s/ Suzanne King
Suzanne King

 
 
 
 
 
CUSIP No. 868459108 13D PAGE 22 OF 22 PAGES
 
 

/s/ Krishna S. Kolluri
Krishna S. Kolluri

/s/ C. Richard Kramlich
C. Richard Kramlich

/s/ Charles M. Linehan
Charles M. Linehan

/s/ Edward Mathers
Edward Mathers

/s/ David M. Mott
David M. Mott

/s/ John M. Nehra
John M. Nehra

/s/ Charles W. Newhall III
Charles W. Newhall III

/s/ Jason R. Nunn
Jason R. Nunn

/s/ Mark W. Perry
Mark W. Perry

/s/ Jon Sakoda
Jon Sakoda

/s/ Scott D. Sandell
 
Scott D. Sandell

/s/ Peter W. Sonsini
Peter W. Sonsini

/s/ A. Brooke Seawell
A. Brooke Seawell

/s/ Eugene A. Trainor III
Eugene A. Trainor III

/s/ Ravi Viswanathan
Ravi Viswanathan

/s/ Paul E. Walker
Paul E. Walker

/s/ Harry Weller
Harry Weller