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*
Longitude Capital Partners, LLC

(Last) (First) (Middle)
800 EL CAMINO REAL
SUITE 220

(Street)
MENLO PARK CA 94025

(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 1,683,967 A (1) 1,683,967 I (2) (3) By Longitude Venture Partners, L.P. (2) (3)
Common Stock 07/01/2013 C 33,753 A (1) 33,753 I (2) (3) By Longitude Capital Associates, L.P. (2) (3)
Common Stock 07/01/2013 P 212,418 A $14 1,896,385 I (2) (3) By Longitude Venture Partners, L.P. (2) (3)
Common Stock 07/01/2013 P 4,258 A $14 38,011 I (2) (3) By Longitude Capital Associates, L.P. (2) (3)
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 1,683,967 (1) (1) Common Stock 1,683,967 $0 0 I (2) (3) By Longitude Venture Partners, L.P. (2) (3)
Series A Preferred Stock (1) 07/01/2013 C 33,753 (1) (1) Common Stock 33,753 $0 0 I (2) (3) By Longitude Capital Associates, L.P. (2) (3)
1. Name and Address of Reporting Person*
Longitude Capital Partners, LLC

(Last) (First) (Middle)
800 EL CAMINO REAL
SUITE 220

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Longitude Capital Associates, L.P.

(Last) (First) (Middle)
800 EL CAMINO REAL
SUITE 220

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Longitude Venture Partners L.P.

(Last) (First) (Middle)
800 EL CAMINO REAL
SUITE 220

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Tammenoms Bakker Juliet

(Last) (First) (Middle)
800 EL CAMINO REAL
SUITE 220

(Street)
MENLO PARK CA 94025

(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. This report is filed jointly by Longitude Capital Partners, LLC ("LCP"), Longitude Venture Partners, L.P. ("LVP"), Longitude Capital Associates, L.P. ("LCA") and Juliet Tammenoms Bakker ("Bakker"), all of whom share beneficial ownership of more than 10% of the capital stock of the Issuer. LVP is the record holder of 11,764,200 shares of Series A Preferred Stock, which will automatically convert into 1,683,967 shares of Common Stock upon the closing of the Issuer's initial public offering, and LCA is the record holder of 235,800 shares of Series A Preferred Stock, which will automatically convert into 33,753 shares of Common Stock upon the closing of the Issuer's initial public offering. LCP, as general partner of each of LVP and LCA, has the power to vote and dispose of securities held by each of them and may be deemed to have beneficial ownership of the shares owned by LVP and LCA. (Continued on Footnote 3.)
3. Patrick G. Enright, who serves on the Board of Directors of the Issuer and files separate Section 16 filings relating to the Issuer, and Bakker are each managing members of LCP. Each of LCP and Bakker disclaims beneficial ownership of the securities of the Issuer held by LVP and LCA except to the extent of their respective pecuniary interest therein.
/s/ Longitude Capital Partners, LLC, by /s/ Patrick G. Enright, managing member 07/01/2013
/s/ Longitude Capital Associates, L.P., by Longitude Capital Partners, LLC, general partner, by /s/ Patrick G. Enright, managing member 07/01/2013
/s/ Longitude Venture Partners, L.P., by Longitude Capital Partners, LLC, general partner, by /s/ Patrick G. Enright, managing member 07/01/2013
/s/ Juliet Tammenoms Bakker, managing member 07/01/2013
** Signature of Reporting Person Date
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