SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment #2)*
Aegerion Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
00767E102
(CUSIP Number)
Hilary Strain
Alta Partners
One Embarcadero Center, Suite 3700
San Francisco, CA 94111
(415) 362-4022
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 28, 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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. o
*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 # 00767E102
13D
Page 2 of 12 pages
(1) Names of Reporting Persons. |
Alta BioPharma Partners III, L.P. |
(2) Check The Appropriate Box If A Member Of A Group (a) |
(b) X |
|
(3) SEC Use Only |
|
(4) Source Of Funds |
WC |
(5) Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) Or 2(e) : |
(6) Citizenship Or Place Of Organization |
Delaware |
|
Number Of Shares (7) Sole Voting Power 1,727,991 (a) |
Beneficially Owned |
By Each Reporting |
Person With (8) Shared Voting Power -0- |
|
(9) Sole Dispositive Power 1,727,991 (a) |
|
(10) Shared Dispositive Power -0- |
(11) Aggregate Amount Beneficially Owned By Each Reporting Person |
1,727,991 (a) |
(12) Check If The Aggregate Amount In Row (11) Excludes Certain Shares* |
(13) Percent Of Class Represented By Amount In Row (11) |
6.8% (b) |
(14) Type Of Reporting Person |
PN |
(a) Alta BioPharma Partners III, L.P. (ABPIII) has sole voting and dispositive control over these shares of common stock (Common Stock) of Aegerion Pharmaceuticals, Inc. (the Issuer), except that Alta BioPharma Management III, LLC (ABMIII), the general partner of ABPIII, and Farah Champsi (Champsi), Edward Hurwitz (Hurwitz), and Edward Penhoet (Penhoet), directors of ABMIII, may be deemed to share the right to direct the voting and dispositive control over such stock. |
(b) The percentage set forth in row (13) is based on an aggregate of 25,476,087 shares of Common Stock outstanding as of November 1, 2012 as disclosed in the Issuers 10-Q filed with the Securities and Exchange Commission on November 9, 2012. |
CUSIP # 00767E102
13D
Page 3 of 12 pages
(1) Names of Reporting Persons. |
Alta BioPharma Partners III GmbH & Co. Beteiligungs KG |
(2) Check The Appropriate Box If A Member Of A Group (a) |
(b) X |
(3) SEC Use Only |
(4) Source Of Funds |
WC |
(5) Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) Or 2(e) : |
|
(6) Citizenship Or Place Of Organization |
Germany |
|
Number Of Shares (7) Sole Voting Power 115,994(c) |
Beneficially Owned |
By Each Reporting |
Person With (8) Shared Voting Power -0- |
|
(9) Sole Dispositive Power 115,994 (c) |
|
(10) Shared Dispositive Power -0- |
(11) Aggregate Amount Beneficially Owned By Each Reporting Person |
115,994 (c) |
(12) Check If The Aggregate Amount In Row (11) Excludes Certain Shares* |
(13) Percent Of Class Represented By Amount In Row (11) |
0.5% (b) |
(14) Type Of Reporting Person |
PN |
|
(c) Alta BioPharma Partners III GmbH & Co. Beteiligungs KG (ABPIIIKG) has sole voting and dispositive control over these shares of Common Stock, except that ABMIII, as the managing limited partner of ABPIIIKG, and Champsi, Penhoet, and Hurwitz, as directors of ABMIII, may be deemed to share the right to direct the voting and dispositive control over such stock. |
(b) The percentage set forth in row (13) is based on an aggregate of 25,476,087 shares of Common Stock outstanding as of November 1, 2012 as disclosed in the Issuers 10-Q filed with the Securities and Exchange Commission on November 9, 2012. |
CUSIP # 00767E102
13D
Page 4 of 12 pages
(1) Names of Reporting Persons. |
Alta BioPharma Management III, LLC |
(2) Check The Appropriate Box If A Member Of A Group (a) |
(b) X |
|
(3) SEC Use Only |
(4) Source Of Funds |
AF |
(5) Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) Or 2(e) : |
(6) Citizenship Or Place Of Organization |
Delaware |
|
Number Of Shares (7) Sole Voting Power -0- |
Beneficially Owned |
By Each Reporting |
Person With (8) Shared Voting Power 1,843,985(d) |
(9) Sole Dispositive Power -0- |
(10) Shared Dispositive Power 1,843,985(d) |
(11) Aggregate Amount Beneficially Owned By Each Reporting Person |
1,843,985 (d) |
(12) Check If The Aggregate Amount In Row (11) Excludes Certain Shares* |
(13) Percent Of Class Represented By Amount In Row (11) |
7.2% (b) |
(14) Type Of Reporting Person |
OO |
|
(d) ABMIII is the general partner of ABPIII and the managing limited partner of ABPIIIKG and shares voting and dispositive power over the shares of Common Stock held by those entities. |
(b) The percentage set forth in row (13) is based on an aggregate of 25,476,087 shares of Common Stock outstanding as of November 1, 2012 as disclosed in the Issuers 10-Q filed with the Securities and Exchange Commission on November 9, 2012. |
CUSIP # 00767E102
13D
Page 5 of 12 pages
(1) Names of Reporting Persons. |
Alta Embarcadero BioPharma Partners III, LLC |
(2) Check The Appropriate Box If A Member Of A Group (a) |
(b) X |
(3) SEC Use Only |
(4) Source Of Funds |
WC |
(5) Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) Or 2(e) : |
(6) Citizenship Or Place Of Organization |
California |
|
Number Of Shares (7) Sole Voting Power 42,536(e) |
Beneficially Owned |
By Each Reporting |
Person With (8) Shared Voting Power -0- |
(9) Sole Dispositive Power 42,536 (e) |
|
(10) Shared Dispositive Power -0- |
(11) Aggregate Amount Beneficially Owned By Each Reporting Person |
42,536 (e) |
(12) Check If The Aggregate Amount In Row (11) Excludes Certain Shares* |
(13) Percent Of Class Represented By Amount In Row (11) |
0.2% (b) |
(14) Type Of Reporting Person |
OO |
|
(e) Alta Embarcadero BioPharma Partners III, LLC (AEBPIII) has sole voting and dispositive control over these shares of Common Stock, except that Champsi, Penhoet, and Hurwitz, as managers of AEBPIII, may be deemed to share the right to direct the voting and dispositive control over such stock. (b) The percentage set forth in row (13) is based on an aggregate of 25,476,087 shares of Common Stock outstanding as of November 1, 2012 as disclosed in the Issuers 10-Q filed with the Securities and Exchange Commission on November 9, 2012. |
CUSIP # 00767E102
13D
Page 6 of 12 pages
(1) Names of Reporting Persons. |
Farah Champsi
|
(2) Check The Appropriate Box If A Member Of A Group (a) |
(b) X |
|
(3) SEC Use Only |
|
(4) Source Of Funds |
AF |
(5) Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) Or 2(e): |
(6) Citizenship Or Place Of Organization |
U.S.A. |
|
Number Of Shares (7) Sole Voting Power -0- |
Beneficially Owned |
By Each Reporting |
Person With (8) Shared Voting Power 1,886,521(f) |
(9) Sole Dispositive Power -0- |
(10) Shared Dispositive Power 1,886,521(f) |
(11) Aggregate Amount Beneficially Owned By Each Reporting Person |
1,886,521 (f) |
(12) Check If The Aggregate Amount In Row (11) Excludes Certain Shares* |
(13) Percent Of Class Represented By Amount In Row (11) |
7.4% (b) |
(14) Type Of Reporting Person |
IN |
|
(f) Champsi is a director of ABMIII and a manager of AEBPIII and shares voting and dispositive control over the shares of Common Stock held by ABPIII, ABPIIIKG and AEBPIII. Champsi disclaims beneficial ownership of such shares except to the extent of her proportionate pecuniary interest therein. |
(b) The percentage set forth in row (13) is based on an aggregate of 25,476,087 shares of Common Stock outstanding as of November 1, 2012 as disclosed in the Issuers 10-Q filed with the Securities and Exchange Commission on November 9, 2012. |
CUSIP # 00767E102
13D
Page 7 of 12 pages
(1) Names of Reporting Persons. |
Edward Penhoet |
(2) Check The Appropriate Box If A Member Of A Group (a) |
(b) X |
|
(3) SEC Use Only |
(4) Source Of Funds |
AF |
(5) Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) Or 2(e): |
|
(6) Citizenship Or Place Of Organization |
U.S.A. |
|
Number Of Shares (7) Sole Voting Power -0- |
Beneficially Owned |
By Each Reporting |
Person With (8) Shared Voting Power 1,886,521(g) |
(9) Sole Dispositive Power -0- |
(10) Shared Dispositive Power 1,886,521(g) |
(11) Aggregate Amount Beneficially Owned By Each Reporting Person |
1,886,521 (g) |
(12) Check If The Aggregate Amount In Row (11) Excludes Certain Shares* |
(13) Percent Of Class Represented By Amount In Row (11) |
7.4% (b) |
(14) Type Of Reporting Person |
IN |
|
(g) Penhoet is a director of ABMIII and a manager of AEBPIII and shares voting and dispositive control over the shares of Common Stock held by ABPIII, ABPIIIKG and AEBPIII. Penhoet disclaims beneficial ownership of such shares except to the extent of her proportionate pecuniary interest therein. |
(b) The percentage set forth in row (13) is based on an aggregate of 25,476,087 shares of Common Stock outstanding as of November 1, 2012 as disclosed in the Issuers 10-Q filed with the Securities and Exchange Commission on November 9, 2012. |
CUSIP # 00767E102
13D
Page 8 of 12 pages
(1) Names of Reporting Persons. |
Edward Hurwitz |
(2) Check The Appropriate Box If A Member Of A Group (a) |
(b) X |
|
(3) SEC Use Only |
|
(4) Source Of Funds |
AF |
(5) Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) Or 2(e): |
|
(6) Citizenship Or Place Of Organization |
U.S.A. |
|
Number Of Shares (7) Sole Voting Power -0- |
Beneficially Owned |
By Each Reporting |
Person With (8) Shared Voting Power 1,886,521(h) |
(9) Sole Dispositive Power -0- |
(10) Shared Dispositive Power 1,886,521(h) |
(11) Aggregate Amount Beneficially Owned By Each Reporting Person |
1,886,521 (h) |
(12) Check If The Aggregate Amount In Row (11) Excludes Certain Shares* |
(13) Percent Of Class Represented By Amount In Row (11) |
7.4% (b) |
(14) Type Of Reporting Person |
IN |
|
(h) Hurwitz is a director of ABMIII and a manager of AEBPIII and shares voting and dispositive control over the shares of Common Stock held by ABPIII, ABPIIIKG and AEBPIII. Hurwitz disclaims beneficial ownership of such shares except to the extent of her proportionate pecuniary interest therein. |
(b) The percentage set forth in row (13) is based on an aggregate of 25,476,087 shares of Common Stock outstanding as of November 1, 2012 as disclosed in the Issuers 10-Q filed with the Securities and Exchange Commission on November 9, 2012. |
CUSIP # 00767E102
13D
Page 9 of 12 pages
Item 1.
Security and Issuer.
This Amendment No. 2 to Schedule 13D is being filed to amend the statement on Schedule 13D relating to the common stock, par value $0.001 per share, of Aegerion Pharmaceuticals, Inc., a Delaware corporation (the Issuer), as initially filed with the Securities and Exchange Commission on November 8, 2010 and amended on October 22, 2012 (as amended, the Original Schedule 13D). The Original Schedule 13D is hereby amended and supplemented as detailed below and, except as amended and supplemented hereby, the Original Schedule 13D remains in full force and effect.
The principal executive office of the Issuer is located at 101 Main Street Suite 1850, Cambridge, MA 02142. Information given in response to each item shall be deemed incorporated by reference in all other items as applicable.
Item 5.
Interest in Securities of the Issuer.
Items 5(a), 5(b), and 5(c) of the Original Schedule 13D are hereby amended and restated in their entirety to read as follows:
(a)
As of November 29, 2012, ABPIII directly held 1,727,991 shares of Common Stock, ABPIIIKG directly held 115,994 shares of Common Stock, and AEBPIII directly held 42,536 shares of Common Stock, representing 6.8%, 0.5% and 0.2%, respectively, of the Issuers outstanding Common Stock as of such date. As the general partner of ABPIII and the managing limited partner of ABPIIIKG, ABMIII beneficially owned an aggregate of 1,843,985 shares of Common Stock, representing 7.2% of the Issuers Common Stock outstanding as of such date. Each of the Directors beneficially owned 1,886,521 shares of Common Stock, representing 7.4% of the Issuers outstanding Common Stock as of such date. The percentages set forth in this Item 5 are calculated based upon 25,476,087 shares of Common Stock outstanding as of November 1, 2012 as disclosed in the Issuers 10-Q filed with the Securities and Exchange Commission on November 9, 2012.
(b)
ABPIII has sole voting and dispositive control over 1,727,991 shares of Common Stock. ABPIIIKG has sole voting and dispositive control over 115,994 shares of Common Stock. AEBPIII has sole voting and dispositive control over 42,536 shares of Common Stock. None of the other Reporting Persons owns any securities of the Issuer directly. ABMIII, as the general partner of ABPIII and managing limited partner of ABPIIIKG, shares the power to direct the voting and disposition of the 1,727,991 shares of Common Stock held directly by ABPIII and 115,994 shares of Common Stock held directly by ABPIIIKG and may be deemed to beneficially own the shares of Common Stock held by such entities. By virtue of their positions as directors of ABMIII and managers of AEBPIII, each Director shares the power to direct the disposition and vote of the 1,727,991 shares of Common Stock held directly by ABPIII, the 115,994 shares of Common Stock held directly by ABPIIIKG and the 42,536 shares of Common Stock held directly by AEBPIII and may be deemed to beneficially own the shares of Common Stock held by such entities. Each of the Directors disclaims beneficial ownership of all such shares of Common Stock held by the foregoing funds, except to the extent of his or her proportionate pecuniary interest therein.
(c)
On October 23, 2012, ABP III, ABPIIIKG, and AEBPIII disposed of 12,274, 824 and 302 shares of the Issuers Common Stock, respectively, on the public market at an average price of $21.08 per share.
On October 25, 2012, ABP III, ABPIIIKG, and AEBPIII disposed of 71,475, 4,800 and 1,761 shares of the Issuers Common Stock, respectively, on the public market at an average price of $21.67 per share.
CUSIP # 00767E102
13D
Page 10 of 12 pages
On October 26, 2012, ABP III, ABPIIIKG, and AEBPIII disposed of 883, 59 and 22 shares of the Issuers Common Stock, respectively, on the public market at an average price of $21.84 per share.
On November 7, 2012, ABP III, ABPIIIKG, and AEBPIII disposed of 20,356, 1,367 and 502 shares of the Issuers Common Stock, respectively, on the public market at an average price of $20.92 per share.
On November 8, 2012, ABP III, ABPIIIKG, and AEBPIII disposed of 28,760, 1,931 and 709 shares of the Issuers Common Stock, respectively, on the public market at an average price of $20.36 per share.
On November 9, 2012, ABP III, ABPIIIKG, and AEBPIII disposed of 60,909, 4,090 and 1,501 shares of the Issuers Common Stock, respectively, on the public market at an average price of $20.93 per share.
On November 12, 2012, ABP III, ABPIIIKG, and AEBPIII disposed of 12,823, 861 and 316 shares of the Issuers Common Stock, respectively, on the public market at an average price of $21.05 per share.
On November 26, 2012, ABP III, ABPIIIKG, and AEBPIII disposed of 733, 49 and 18 shares of the Issuers Common Stock, respectively, on the public market at an average price of $20.92 per share.
On November 27, 2012, ABP III, ABPIIIKG, and AEBPIII disposed of 5,220, 351 and 129 shares of the Issuers Common Stock, respectively, on the public market at an average price of $20.47 per share.
On November 28, 2012, ABP III, ABPIIIKG, and AEBPIII disposed of 35,146, 2,360 and 866 shares of the Issuers Common Stock, respectively, on the public market at an average price of $21.71 per share.
On November 29, 2012, ABP III, ABPIIIKG, and AEBPIII disposed of 21,982, 1,476 and 542 shares of the Issuers Common Stock, respectively, on the public market at an average price of $22.63 per share.
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The following supplements Item 6 of the Original Schedule 13D.
On November 28, 2012, ABPIII, ABPIIIKG, and AEBP III, entered into a covered call option contract to sell 54,900, 3,700 and 1,400 shares of the Issuers Common Stock, respectively, on the public market. The Funds received $1.14 per share for selling the right to buy at a strike price of $22.50 with an expiration of December 22, 2012.
Item 7.
Material to be Filed as Exhibits.
Exhibit A:
Joint Filing Statement.
CUSIP # 00767E102
13D
Page 11 of 12 pages
Signatures
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: November 29, 2012
Alta BioPharma Partners III, L.P.
Alta BioPharma Management III, LLC
By: Alta BioPharma Management III, LLC
By: /s/ Farah Champsi
By: /s/ Farah Champsi
Farah Champsi, Director
Farah Champsi, Director
Alta Embarcadero BioPharma Partners III, LLC
By: /s/ Farah Champsi
Farah Champsi, Manager
Alta BioPharma Partners III GmbH &Co. Beteiligungs KG
By: Alta BioPharma Management III, LLC
By: /s/ Farah Champsi
Farah Champsi, Director
/s/ Farah Champsi
/s/ Edward Hurwitz
/s/ Edward Penhoet
CUSIP # 00767E102
13D
Page 12 of 12 pages
EXHIBIT A
Joint Filing Statement
We, the undersigned, hereby express our agreement that the attached Schedule 13D is filed on behalf of each of us.
Date: November 29, 2012
Alta BioPharma Partners III, L.P.
Alta BioPharma Management III, LLC
By: Alta BioPharma Management III, LLC
By: /s/ Farah Champsi
By: /s/ Farah Champsi
Farah Champsi, Director
Farah Champsi, Director
Alta Embarcadero BioPharma Partners III, LLC
By: /s/ Farah Champsi
Farah Champsi, Manager
Alta BioPharma Partners III GmbH &Co. Beteiligungs KG
By: Alta BioPharma Management III, LLC
By: /s/ Farah Champsi
Farah Champsi, Director
/s/ Farah Champsi
/s/ Edward Hurwitz
/s/ Edward Penhoet