SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Aisling Capital II LP

(Last) (First) (Middle)
888 7TH AVENUE
30TH FLOOR

(Street)
NEW YORK NY 10106

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Esperion Therapeutics, Inc. [ ESPR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2013
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/01/2013 C 1,816,475 A (1) 1,816,475 I By Aisling Capital II, L.P. (2)
Common Stock 07/01/2013 P 238,119 A $14 2,054,594 I By Aisling Capital II, L.P. (2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (1) 07/01/2013 C 1,816,475 (1) (1) Common Stock 1,816,475 $0 0 I By Aisling Capital II, L.P. (2)
Warrant to Purchase Preferred Stock $1 (4) 07/01/2013 J 497,666 (4) (3) 02/12/2018 Series A Preferred Stock 497,666 $0 0 I By Aisling Capital II, L.P. (2)
Warrant to Purchase Common Stock $6.99 (4) 07/01/2013 J 71,237 (4) (3) 02/12/2018 Common Stock 71,237 $0 71,237 I By Aisling Capital II, L.P. (2)
1. Name and Address of Reporting Person*
Aisling Capital II LP

(Last) (First) (Middle)
888 7TH AVENUE
30TH FLOOR

(Street)
NEW YORK NY 10106

(City) (State) (Zip)
1. Name and Address of Reporting Person*
AISLING CAPITAL PARTNERS, LP

(Last) (First) (Middle)
888 7TH AVENUE,
30TH FLOOR

(Street)
NEW YORK NY 10106

(City) (State) (Zip)
1. Name and Address of Reporting Person*
AISLING CAPITAL PARTNERS LLC

(Last) (First) (Middle)
888 7TH AVENUE,
30TH FLOOR

(Street)
NEW YORK NY 10106

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SCHIFF ANDREW N

(Last) (First) (Middle)
888 7TH AVENUE
30TH FLOOR

(Street)
NEW YORK NY 10106

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Purcell Dennis J

(Last) (First) (Middle)
888 7TH AVENUE,
30TH FLOOR

(Street)
NEW YORK NY 10106

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ELMS STEVE

(Last) (First) (Middle)
888 7TH AVENUE,
30TH FLOOR

(Street)
NEW YORK NY 10106

(City) (State) (Zip)
Explanation of Responses:
1. The Series A Preferred Stock was automatically converted into Common Stock on a 6.986-for-1 basis upon the closing of the Issuer's initial public offering without payment of further consideration and had no expiration date.
2. The reportable securities are owned directly by Aisling Capital II, LP ("Aisling"), and held indirectly by Aisling Capital Partners, LP ("Aisling GP"), as general partner of Aisling, Aisling Capital Partners LLC ("Aisling Partners"), as general partner of Aisling GP, and each of the individual managing members of Aisling Partners. The individual managing members (collectively, the "Managers") of Aisling Partners are Dennis Purcell, Dr. Andrew Schiff and Steve Elms. Aisling GP, Aisling Partners, and the Managers share voting and dispositive power over the shares directly held by Aisling.
3. The warrant is immediately exercisable.
4. Upon the closing of the Issuer's initial public offering, this warrant to purchase shares of Series A Preferred Stock automatically converted on a 6.986-for-1 basis into a warrant to purchase shares of Common Stock, and the exercise price automatically adjusted accordingly. The transaction is listed solely for the purpose of reporting the change in the shares underlying the warrant and the change in exercise price.
/s/ Aisling Capital II, LP, by /s/ Lloyd Appel 07/01/2013
/s/ Aisling Capital Partners, LLC, by /s/ Lloyd Appel 07/01/2013
/s/ Aisling Capital Partners, LP, by /s/ Lloyd Appel 07/01/2013
/s/ Andrew N. Schiff 07/01/2013
/s/ Dennis J. Purcell 07/01/2013
/s/ Steve Elms 07/01/2013
** Signature of Reporting Person Date
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