SEC FORM 3

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^*

Advent Partners HLS III Limited Partnership

(Last)

(First)

(Middle)

C/O ADVENT INTERNATIONAL CORPORATION

75 STATE STREET, 29TH FLOOR

(Street)

BOSTON

02109

(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		10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group > 10%

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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	49⁽¹⁾	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Convertible Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	13,962	⁽³⁾	D
Series B Convertible Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	4,878	⁽³⁾	D
Senior Subordinated Convertible Promissory Notes	⁽⁴⁾	12/31/2011	Common Stock	8,952	$7.6⁽⁵⁾	D

Explanation of Responses:

1. Reflects a 1-for-2.4417 reverse stock split effected on October 19, 2010 in connection with the Issuer's initial public offering.

2. The Series A Convertible Preferred Stock (the "Series A Shares") and the Series B Convertible Preferred Stock (the "Series B Shares") are convertible, in accordance with the Issuer's Third Amended and Restated Certificate of Incorporation, at any time after the issuance of such shares, at the holder's election.

3. The Series A Shares and the Series B Shares, including all accrued and unpaid interest thereon, will convert automatically into Common Stock without payment of any additional consideration, upon the closing of the Issuer's initial public offering and 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. Reflects $61,699.62 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.

5. 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.

Remarks:

	/s/ Jarlyth H. Gibson, Compliance Officer	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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