SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Index Venture Associates III Ltd

(Last) (First) (Middle)
NO. 1 SEATON PLACE

(Street)
ST. HELIER Y9 JE4 8YJ

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/21/2010
3. Issuer Name and Ticker or Trading Symbol
Aegerion Pharmaceuticals, Inc. [ AEGR ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 4,172(8) I See Footnotes(1)(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock (3) (3) Common Stock 1,367,346 (3) I See Footnotes(1)(4)
Series B Convertible Preferred Stock (3) (3) Common Stock 477,723 (3) I See Footnotes(1)(4)
Senior Subordinated Convertible Promissory Notes (5) 12/31/2011 Common Stock 881,128 $7.6(6) I See Footnotes(1)(7)
1. Name and Address of Reporting Person*
Index Venture Associates III Ltd

(Last) (First) (Middle)
NO. 1 SEATON PLACE

(Street)
ST. HELIER Y9 JE4 8YJ

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Index Ventures III (Delaware) L.P.

(Last) (First) (Middle)
NO. 1 SEATON PLACE

(Street)
ST. HELIER Y9 JE4 8YJ

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Index Ventures III (Jersey) L.P.

(Last) (First) (Middle)
NO. 1 SEATON PLACE

(Street)
ST. HELIER Y9 JE4 8YJ

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Index Ventures III Parallel Entrepreneur Fund (Jersey) L.P.

(Last) (First) (Middle)
NO. 1 SEATON PLACE

(Street)
ST. HELIER Y9 JE4 8YJ

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Yucca Partners L.P. Jersey Branch

(Last) (First) (Middle)
THE OGIER HOUSE, THE ESPLANADE

(Street)
ST, HELIER, CHANNEL ISLANDS Y9 JE4 9WG

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. These securities are owned directly by Index Ventures III (Jersey), L.P. ("IVIII Jersey"), Index Ventures III (Delaware), L.P. ("IVIII Delaware") and Index Ventures Parallel Entrepreneur Fund (Jersey) ("IVPEF"), of which Index Venture Associates III Limited is the general partner, and Yucca Partners L.P. (Jersey Branch) as Administrator of the Index Co-Investment Scheme ("Yucca"). Michele Ollier, Director of the Issuer, is a partner of the Index Ventures. Index Venture Associates III Limited and Dr. Ollier disclaim beneficial ownership of all such shares held by the foregoing funds, except to the extent of their proportionate pecuniary interest therein.
2. IVIII Jersey is the direct beneficial owner of 1,356 shares of common stock; IVIII Delaware is the direct beneficial owner of 2,754 shares of common stock; IVPEF is the direct beneficial owner of 48 shares of common stock; and Yucca is the direct beneficial owner of 14 shares of common stock.
3. The shares of the Series A Convertible Preferred Stock (the "Series A Shares") and the shares of the Series B Convertible Preferred Stock (the "Series B Shares"), including all accrued and unpaid interest thereon, will convert automatically into common stock, without the payment of any additional consideration, in accordance with the Issuer's Third Amended and Restated Certificate of Incorporation, upon the closing of the Issuer's initial public offering. The Series A Shares and the Series B Shares do not have an expiration date. The Series A Shares will convert on a 1-for-0.38701117412 basis and the Series B Shares will convert on a 1-for-0.61027657931 basis.
4. IVIII Jersey is the direct beneficial owner of 444,181 shares of common stock issuable upon the conversion of its Series A Shares and 153,242 shares of common stock issuable upon the conversion of its Series B Shares; IVIII Delaware is the direct beneficial owner of 902,307 shares of common stock issuable upon the conversion of its Series A Shares and 311,294 shares of common stock issuable upon the converion of its Series B Shares; IVPEF is the direct beneficial owner of 16,073 shares of common stock issuable upon the conversion of its Series A Shares and 5,544 shares of common stock issuable upon the conversion of its Series B Shares; and Yucca is the direct beneficial owner of 4,785 shares of common stock issuable upon the conversion of its Series A Shares and 7,643 shares of common stock issuable upon the conversion of its Series B Shares.
5. Reflects $6,071,040.38 aggregate principal amount of senior subordinated convertible promissory notes (the "Convertible Notes"), dated September 2, 2008, December 11, 2008, July 2, 2009, January 28, 2010, June 14, 2010, August 13, 2010 and October 1, 2010. The outstanding principal and accrued and unpaid interest on these Convertible Notes shall automatically be converted into shares of common stock upon the closing of the Issuer's initial public offering.
6. The outstanding principal and accrued and unpaid interest on these Convertible Notes shall automatically be converted into shares of common stock upon the closing of the Issuer's initial public offering at $7.60 per share, 80% of the Issuer's initial public offering price per share.
7. IVIII Jersey is the direct beneficial owner of 285,307 shares of common stock issuable upon the conversion of its Convertible Notes; IVIII Delaware is the direct beneficial owner of 579,571 shares of common stock issuable upon the conversion of its Convertible Notes; IVPEF is the direct beneficial owner of 10,320 shares of common stock issuable upon the conversion of its Convertible Notes; and Yucca is the direct beneficial owner of 5,930 shares of common stock issuable upon the conversion of its Convertible Notes.
8. Reflects a 1-for-2.4417 reverse stock split effected on October 19, 2010 in connection with the Issuer's initial public offering.
Remarks:
Exhibit Index Exhibit 24.1 - Power of Attorney for Index Venture Associates III Limited Exhibit 24.2 - Power of Attorney for Index Ventures III (Jersey), L.P. Exhibit 24.3 - Power of Attorney for Index Ventures III (Delaware), L.P. Exhibit 24.4 - Power of Attorney for Index Ventures III Parallel Entrepreneur Fund (Jersey) Exhibit 24.5 - Power of Attorney for Yucca Partners L.P. (Jersey Branch)
INDEX VENTURE ASSOCIATES III LIMITED, By: /s/ Christine A. Pellizzari, attorney-in-fact 10/22/2010
INDEX VENTURES III (DELAWARE) L.P., By: Index Venture Associates III Limited, General Partner, By: /s/ Christine A. Pellizzari, attorney-in-fact 10/22/2010
INDEX VENTURES III (JERSEY) L.P., By: Index Venture Associates III Limited, General Partner, By: /s/ Christine A. Pellizzari, attorney-in-fact 10/22/2010
INDEX VENTURES III PARALLEL ENTREPRENEUR FUND (JERSEY) L.P., By: Index Venture Associates III Limited, General Partner, By: /s/ Christine A. Pellizzari, attorney-in-fact 10/22/2010
YUCCA PARTNERS L.P. JERSEY BRANCH, By:Ogier Employee Benefit Services Limited as Authorized Signatory of Yucca Partners L.P. Jersey Branch in its Capacity of Administrator of the Index Co-Investment Scheme, By:/s/ Christine A. Pellizzari, attorney-in-fact 10/22/2010
** Signature of Reporting Person Date
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 5 (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).
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