SEC FORM 4

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^*

Ollier Michele

(Last)

(First)

(Middle)

C/O INDEX VENTURES

2 RUE DE JARGONNANT

(Street)

GENEVA

1207

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Aegerion Pharmaceuticals, Inc. [ AEGR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/27/2010

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								4,172	I	See Footnotes⁽¹⁾⁽²⁾
Common Stock	10/27/2010		C		1,367,346	A	⁽³⁾	1,371,518	I	See Footnotes⁽¹⁾⁽⁴⁾
Common Stock	10/27/2010		C		477,723	A	⁽³⁾	1,849,241	I	See Footnotes⁽¹⁾⁽⁴⁾
Common Stock	10/27/2010		C		881,128	A	$7.6	2,730,369	I	See Footnotes⁽¹⁾⁽⁶⁾
Common Stock	10/27/2010		P⁽⁷⁾		315,789	A	$9.5	3,046,158	I	See Footnotes⁽¹⁾⁽⁹⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	$0⁽³⁾	10/27/2010		C			3,533,095	⁽³⁾	⁽³⁾	Common Stock	1,367,346	$0	0	I	See Footnotes⁽¹⁾⁽⁴⁾
Series B Convertible Preferred Stock	$0⁽³⁾	10/27/2010		C			782,801	⁽³⁾	⁽³⁾	Common Stock	477,723	$0	0	I	See Footnotes⁽¹⁾⁽⁴⁾
Senior Subordinated Convertible Promissory Notes	$7.6	10/21/2010		A		$6,696,672.37		⁽⁵⁾	12/31/2011	Common Stock	881,128	$0	$6,696,672.37	I	See Footnotes⁽¹⁾⁽⁸⁾
Senior Subordinated Convertible Promissory Notes	$7.6	10/27/2010		C			$6,696,672.37	⁽⁵⁾	12/31/2011	Common Stock	881,128	$0	$0	I	See Footnotes⁽¹⁾⁽⁶⁾

Explanation of Responses:

1. Michele Ollier, Director of the Issuer, is a partner of Index Ventures which is affiliated with Index Ventures III (Jersey), L.P. ("IVIII Jersey"), Index Ventures III (Delaware), L.P. ("IVIII Delaware"), Index Ventures Parallel Entrepreneur Fund (Jersey) ("IVPEF") and Yucca Partners L.P. (Jersey Branch) as Administrator of the Index Co-Investment Scheme ("Yucca"). Dr. Ollier disclaims beneficial ownership of all such shares held by the foregoing funds, except to the extent of her proportionate pecuniary interest therein.

2. IVIII Jersey is the direct beneficial owner of 1,356 shares of common stock of the Issuer; IVIII Delaware is the direct beneficial owner of 2,754 shares of common stock of the Issuer; IVPEF is the direct beneficial owner of 48 shares of common stock of the Issuer; and Yucca is the direct beneficial owner of 14 shares of common stock of the Issuer.

3. Upon the closing of the Issuer's initial public offering on October 27, 2010, each share of Series A Convertible Preferred Stock (the "Series A Shares") and each share of Series B Convertible Preferred Stock (the "Series B Shares"), plus accrued dividends, immediately converted into shares of common stock of the Issuer in accordance with the terms of the Issuer's Third Amended and Restated Certificate of Incorporation. The Series A Shares converted on a 1-for-0.38701117412 basis and the Series B Shares converted on a 1-for-0.6102765793 basis. The Series A Shares and the Series B Shares were convertible at any time, at the holder's election, and automatically upon the consummation of the Issuer's initial public offering and had no expiration date.

4. IVIII Jersey is the direct beneficial owner of 444,181 shares of common stock issued upon the conversion of its Series A Shares and 153,242 shares of common stock issued upon the conversion of its Series B Shares; IVIII Delaware is the direct beneficial owner of 902,307 shares of common stock issued upon the conversion of its Series A Shares and 311,294 shares of common stock issued upon the conversion of its Series B Shares; IVPEF is the direct beneficial owner of 16,073 shares of common stock issued upon the conversion of its Series A Shares and 5,544 shares of common stock issued upon the conversion of its Series B Shares; and Yucca is the direct beneficial owner of 4,785 shares of common stock issued upon the conversion of its Series A Shares and 7,643 shares of common stock issued upon the conversion of its Series B Shares.

5. The outstanding principal and accrued and unpaid interest on these senior subordinated convertible promissory notes (the "Convertible Notes")automatically 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.

6. IVIII Jersey is the direct beneficial owner of 285,307 shares of common stock issued upon the conversion of its Convertible Notes; IVIII Delaware is the direct beneficial owner of 579,571 shares of common stock issued upon the conversion of its Convertible Notes; IVPEF is the direct beneficial owner of 10,320 shares of common stock issued upon the conversion of its Convertible Notes; and Yucca is the direct beneficial owner of 5,930 shares of common stock issued upon the conversion of its Convertible Notes.

7. Shares acquired upon the closing of the Issuer's initial public offering at the initial public offering price of $9.50 per share.

8. IVIII Jersey acquired Convertible Notes with a face amouont, including principal and accrued interest, of $2,168,344.80; IVIII Delaware acquired Convertible Notes with a face amount, including principal and accrued interest, of $4,404,755.93; IVPEF acquired Convertible Notes with a face amount, including principal and accrued interest, of $78,461.47; and Yucca acquired Convertible Notes with a face amount, including principal and accrued interest, of $45,110.17.

9. IVIII Delaware is the direct beneficial owner of 315,789 shares of common stock of the Issuer.

	/s/ Christine A. Pellizzari, attorney-in-fact	10/27/2010
	** Signature of Reporting Person	Date
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