0001193125-11-072055.txt : 20110321 0001193125-11-072055.hdr.sgml : 20110321 20110321113451 ACCESSION NUMBER: 0001193125-11-072055 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110321 DATE AS OF CHANGE: 20110321 GROUP MEMBERS: MVM (GP) (NO. 2) LIMITED GROUP MEMBERS: MVM EXECUTIVE LIMITED GROUP MEMBERS: MVM LIFE SCIENCE PARTNERS LLP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Aegerion Pharmaceuticals, Inc. CENTRAL INDEX KEY: 0001338042 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 202960116 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-85739 FILM NUMBER: 11700274 BUSINESS ADDRESS: STREET 1: 1140 ROUTE 22 EAST, SUITE 304 CITY: BRIDGEWATER STATE: NJ ZIP: 08807 BUSINESS PHONE: (908) 704-1300 MAIL ADDRESS: STREET 1: 1140 ROUTE 22 EAST, SUITE 304 CITY: BRIDGEWATER STATE: NJ ZIP: 08807 FORMER COMPANY: FORMER CONFORMED NAME: Aegerion Pharmaceuticals Inc DATE OF NAME CHANGE: 20050906 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MVM International Life Sciences Fund No 1 L P CENTRAL INDEX KEY: 0001296587 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 6 HENRIETTA STREET CITY: LONDON STATE: X0 ZIP: WC2E8PIU BUSINESS PHONE: 44-2075577517 MAIL ADDRESS: STREET 1: 6 HENRIETTA STREET CITY: LONDON STATE: X0 ZIP: WC2E8PIU SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

§ 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT

TO § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )*

 

 

 

AEGERION PHARMACEUTICALS, INC.

(Name of Issuer)

 

 

 

COMMON STOCK, PAR VALUE $0.001 PER SHARE

(Title of Class of Securities)

 

00767E102

(CUSIP Number)

 

December 31, 2010

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

 

*   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 the disclosures provided in a prior cover page.

The information required in 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.     00767E102

   Schedule 13G    Page 2 of 13 Pages

 

  1.   

Names of Reporting Persons

 

MVM International Life Sciences No.1 Limited Partnership

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  x        (b)  ¨

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

United Kingdom

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

   5.    

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

949,326

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

949,326

  9.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

949,326

10.

 

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨

 

11.

 

Percent of Class Represented by Amount in Row 9

 

5.4% (based on 17,603,236 shares outstanding on November 30, 2010)

12.

 

Type of Reporting Person (See Instructions)

 

PN


CUSIP No.     00767E102

   Schedule 13G    Page 3 of 13 Pages

 

  1.   

Names of Reporting Persons

 

MVM Executive Limited

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  x        (b)  ¨

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

United Kingdom

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

   5.    

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

9,611

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

9,611

  9.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

9,611

10.

 

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨

 

11.

 

Percent of Class Represented by Amount in Row 9

 

0.1% (based on 17,603,236 shares outstanding on November 30, 2010)

12.

 

Type of Reporting Person (See Instructions)

 

OO


CUSIP No.     00767E102

   Schedule 13G    Page 4 of 13 Pages

 

  1.   

Names of Reporting Persons

 

MVM (GP) (No.2) Limited

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  x        (b)  ¨

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

United Kingdom

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

   5.    

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

949,326

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

949,326

  9.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

949,326

10.

 

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨

 

11.

 

Percent of Class Represented by Amount in Row 9

 

5.4% (based on 17,603,236 shares outstanding on November 30, 2010)

12.

 

Type of Reporting Person (See Instructions)

 

OO


CUSIP No.     00767E102

   Schedule 13G    Page 5 of 13 Pages

 

  1.   

Names of Reporting Persons

 

MVM Life Science Partners LLP

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  x        (b)  ¨

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

United Kingdom

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

   5.    

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

958,937

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

958,937

  9.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

958,937

10.

 

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨

 

11.

 

Percent of Class Represented by Amount in Row 9

 

5.4% (based on 17,603,236 shares outstanding on November 30, 2010)

12.

 

Type of Reporting Person (See Instructions)

 

PN


CUSIP No.     00767E102

   Schedule 13G    Page 6 of 13 Pages

 

Item 1.

 

  (a) Name of Issuer:

Aegerion Pharmaceuticals, Inc.

 

  (b) Address of Issuer’s Principal Executive Offices:

101 Main Street, Suite 1850

Cambridge, Massachusetts 02142

Item 2.

 

  (a) Name of Person Filing:

MVM International Life Sciences No.1 Limited Partnership (“MVM International”)

MVM Executive Limited (“MVM Limited”)

MVM (GP) (No.2) Limited (“MVM GP”)

MVM Life Science Partners LLP (“MVM Partners”)

MVM International, MVM Limited, MVM GP and MVM Partners are referred to herein collectively as the “Reporting Persons.”

 

  (b) Address of Principal Business Office or, if None, Residence:

The address of the principal business office for each of the Reporting Persons is:

6 Henrietta Street

London

WC2E 8PU

United Kingdom

 

  (c) Citizenship:

Each of the Reporting Persons is organized in the United Kingdom.

 

  (d) Title of Class of Securities:

Common Stock, par value $0.001 per share

 

  (e) CUSIP Number:

00767E102


CUSIP No.     00767E102

   Schedule 13G    Page 7 of 13 Pages

 

Item 3.    If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
   (a)    ¨    Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
   (b)    ¨    Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
   (c)    ¨    Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
   (d)    ¨    Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
   (e)    ¨    An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
   (f)    ¨    An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
   (g)    ¨    A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
   (h)    ¨    A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
   (i)    ¨    A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
   (j)    ¨    A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
   (k)    ¨    Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
   If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ______________________________________________________________

 

Item 4. Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

  (a) Amount beneficially owned:

 

Reporting Person    Shares  

MVM International

     949,326   

MVM Limited

     9,611   

MVM GP

     949,326   

MVM Partners

     958,937   

MVM International directly owns 949,326 shares of the issuer and MVM Limited directly owns 9,611 shares of the issuer. MVM GP, which is the general partner of MVM International, is a wholly-owned subsidiary of MVM Partners. In addition, MVM Limited is a wholly-owned subsidiary of MVM Partners. The shares owned by MVM


CUSIP No.     00767E102

   Schedule 13G    Page 8 of 13 Pages

 

Limited are held in trust for the benefit of certain individuals, but the shares are controlled by MVM Partners. Therefore, MVM GP may be deemed to beneficially own the shares held by MVM International and MVM Partners may be deemed to beneficially own the shares held by MVM International and MVM Limited. Each of MVM Partners and MVM GP disclaims beneficial ownership of the shares except to the extent of its pecuniary interest therein.

 

  (b) Percent of class:

 

Reporting Person    Percent  

MVM International

     5.4

MVM Limited

     0.1

MVM GP

     5.4

MVM Partners

     5.4

The foregoing percentages are calculated based on 17,603,236 shares outstanding on November 30, 2010.

 

  (c) Number of shares as to which the person has:

 

  (i) Sole power to vote or to direct the vote with respect to each Reporting Person -0-

 

  (ii) Shared power to vote or to direct the vote

 

Reporting Person    Shares  

MVM International

     949,326   

MVM Limited

     9,611   

MVM GP

     949,326   

MVM Partners

     958,937   

 

  (iii) Sole power to dispose or to direct the disposition of with respect to each Reporting Person -0-

 

  (iv) Shared power to dispose or to direct the disposition of

 

Reporting Person    Shares  

MVM International

     949,326   

MVM Limited

     9,611   

MVM GP

     949,326   

MVM Partners

     958,937   


CUSIP No.     00767E102

   Schedule 13G    Page 9 of 13 Pages

 

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following  ¨.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

Not applicable.

 

Item 8. Identification and Classification of Members of the Group

See Exhibit 2.

 

Item 9. Notice of Dissolution of Group

Not applicable.

 

Item 10. Certification

Not applicable.


CUSIP No.     00767E102

   Schedule 13G    Page 10 of 13 Pages

 

SIGNATURE

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: March 18, 2011

 

MVM INTERNATIONAL LIFE SCIENCES NO.1 LIMITED PARTNERSHIP
By its General Partner, MVM (GP) (No.2) Limited
By:   *
  Neil Akhurst
  Member of Director
MVM EXECUTIVE LIMITED
By:   *
  Neil Akhurst
  Member of Director
MVM (GP) (NO.2) LIMITED
By:   *
  Neil Akhurst
  Member of Director
MVM LIFE SCIENCE PARTNERS LLP
By:   *
  Neil Akhurst
  Member

 

* The undersigned, by signing his name below, does hereby sign this statement on behalf of the above indicated filers in his capacity noted for such filers.

 

By:   /s/    NEIL AKHURST        
  Neil Akhurst


CUSIP No.     00767E102

   Schedule 13G    Page 11 of 13 Pages

 

EXHIBIT INDEX

 

Exhibit 1    Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
Exhibit 2    Identification and Classification of Members of the Group


CUSIP No.     00767E102

   Schedule 13G    Page 12 of 13 Pages

 

Exhibit 1

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

Date: March 18, 2011

 

MVM INTERNATIONAL LIFE SCIENCES NO.1 LIMITED PARTNERSHIP
By its General Partner, MVM (GP) (No.2) Limited
By:   *
  Neil Akhurst
  Member of Director
MVM EXECUTIVE LIMITED
By:   *
  Neil Akhurst
  Member of Director
MVM (GP) (NO.2) LIMITED
By:   *
  Neil Akhurst
  Member of Director
MVM LIFE SCIENCE PARTNERS LLP
By:   *
  Neil Akhurst
  Member

 

* The undersigned, by signing his name below, does hereby sign this agreement on behalf of the above indicated filers in his capacity noted for such filers.

 

By:   /s/    NEIL AKHURST        
  Neil Akhurst


CUSIP No.     00767E102

   Schedule 13G    Page 13 of 13 Pages

 

Exhibit 2

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

MVM International, MVM Limited, MVM GP and MVM Partners are filing this statement on Schedule 13G as a group. All terms used and not defined in this Exhibit 2 shall have the meanings ascribed to such terms in the Schedule 13G to which this Exhibit 2 is attached.

MVM International is a limited partnership, MVM Limited is a company, MVM GP is company and MVM Partners is a limited liability partnership, each of which is organized in the United Kingdom. MVM GP, which is the general partner of MVM International, is a wholly-owned subsidiary of MVM Partners. In addition, MVM Limited is a wholly-owned subsidiary of MVM Partners. Therefore, MVM GP may be deemed to beneficially own the shares held by MVM International and MVM Partners may be deemed to beneficially own the shares held by MVM International and MVM Limited. Each of MVM Partners and MVM GP disclaims beneficial ownership of the shares except to the extent of its pecuniary interest therein.