0000899140-15-000444.txt : 20150521 0000899140-15-000444.hdr.sgml : 20150521 20150521111843 ACCESSION NUMBER: 0000899140-15-000444 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150521 DATE AS OF CHANGE: 20150521 GROUP MEMBERS: ALEXANDER J. DENNER, PH.D. GROUP MEMBERS: SARISSA CAPITAL DOMESTIC FUND LP GROUP MEMBERS: SARISSA CAPITAL OFFSHORE MASTER FUND LP 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85739 FILM NUMBER: 15881710 BUSINESS ADDRESS: STREET 1: ONE MAIN STREET STREET 2: SUITE 800 CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: (617) 500-7867 MAIL ADDRESS: STREET 1: ONE MAIN STREET STREET 2: SUITE 800 CITY: CAMBRIDGE STATE: MA ZIP: 02142 FORMER COMPANY: FORMER CONFORMED NAME: Aegerion Pharmaceuticals Inc DATE OF NAME CHANGE: 20050906 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Sarissa Capital Management LP CENTRAL INDEX KEY: 0001577524 IRS NUMBER: 900924432 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 660 STEAMBOAT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-302-2330 MAIL ADDRESS: STREET 1: 660 STEAMBOAT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D/A 1 s13da.htm SCHEDULE 13D/A, AMENDMENT NO. 2
CUSIP No.  00767E102
Page 1 of  8 Pages
SCHEDULE 13D

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Aegerion Pharmaceuticals, Inc.
(Name of Issuer)
 
Common Stock, $0.001 par value
(Title of Class of Securities)
 
00767E102
(CUSIP Number)
 
Mark DiPaolo
General Counsel
Sarissa Capital Management LP
660 Steamboat Road
Greenwich, CT 06830
203-302-2330
 
With a copy to:
Russell Leaf
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
212-728-8000
(Name, Address and Telephone Number of Person
 Authorized to Receive Notices and Communications)
 
May 20, 2015
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ☐
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.
*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 disclosures provided in a prior cover page.

The information required on 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 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
Page 2 of  8 Pages
SCHEDULE 13D
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 Sarissa Capital Management LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐
(b)  ☐
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS

 WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
     ☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
 WITH
7
SOLE VOTING POWER

 
8
SHARED VOTING POWER

 2,019,685
9
SOLE DISPOSITIVE POWER

 
10
SHARED DISPOSITIVE POWER

 2,019,685
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 2,019,685
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
 ☐
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 7.07%
14
TYPE OF REPORTING PERSON
 
PN
 
 
 
 
 
 
CUSIP No.  00767E102
Page 3 of  8 Pages
SCHEDULE 13D
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 Alexander J. Denner, Ph.D.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐
(b)  ☐
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS

 WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
     ☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION

 United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
 WITH
7
SOLE VOTING POWER

 
8
SHARED VOTING POWER

 2,019,685
9
SOLE DISPOSITIVE POWER

 
10
SHARED DISPOSITIVE POWER

 2,019,685
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 2,019,685
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
   ☐
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 7.07%
14
TYPE OF REPORTING PERSON
 
IN


 
 

 
 
CUSIP No.  00767E102
Page 4 of  8 Pages
SCHEDULE 13D
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 Sarissa Capital Offshore Master Fund LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐
(b)  ☐    
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS

 WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
    ☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION

 Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
 WITH
7
SOLE VOTING POWER

 781,715
8
SHARED VOTING POWER

 
9
SOLE DISPOSITIVE POWER

 781,715
10
SHARED DISPOSITIVE POWER

 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 781,715
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
   ☐
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 2.74%
14
TYPE OF REPORTING PERSON
 
PN
 
 
 
 
 
 
CUSIP No.  00767E102
Page 5 of  8 Pages
SCHEDULE 13D
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 Sarissa Capital Domestic Fund LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐
(b)  ☐
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS

 WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
    ☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
 WITH
7
SOLE VOTING POWER

 1,237,970
8
SHARED VOTING POWER

 
9
SOLE DISPOSITIVE POWER

 1,237,970
10
SHARED DISPOSITIVE POWER

 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 1,237,970
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
   ☐
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 4.33%
14
TYPE OF REPORTING PERSON
 
PN

 
 
 
 
 
 

CUSIP No.  00767E102
Page 6 of  8 Pages
SCHEDULE 13D
Item 1.  Security and Issuer.
This statement constitutes Amendment No. 2 to the Schedule 13D (this “Amendment No. 2”) relating to the Common Stock, par value $0.001 (the “Shares”), issued by Aegerion Pharmaceuticals, Inc. (the “Issuer”), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission on February 5, 2015 and amended by Amendment No. 1 thereto (as amended, the "Initial Schedule 13D"), on behalf of the Reporting Persons (as defined in the Initial Schedule 13D), to furnish the additional information set forth herein.  All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Initial Schedule 13D.

Item 3.  Source or Amount of Funds or Other Consideration.
Item 3 of the Initial Schedule 13D is hereby amended by adding the following:

The aggregate purchase price of the Shares being reported in Item 5(c) of this Amendment No. 2 was $7,580,413 (including commissions). The source of funding for these Shares was the general working capital of the respective purchasers.

Item 5.  Interest in Securities of the Issuer.
Items 5 (a) and (b) of the Initial Schedule 13D are hereby amended by replacing them in their entirety with the following:

(a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 2,019,685 Shares representing approximately 7.07% of the Issuer's outstanding Shares (based upon the 28,571,785 Shares stated to be outstanding as of April 27, 2015 by the Issuer in the Issuer’s Form 10−Q for the quarterly period ended March 31, 2015).

(b) For purposes of this Schedule 13D:

Sarissa Domestic has sole voting power and sole dispositive power with regard to 1,237,970 Shares.  Sarissa Offshore has sole voting power and sole dispositive power with regard to 781,715 Shares.  Sarissa Capital, as the investment advisor to the Sarissa Funds, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the 2,019,685 Shares held by the Sarissa Funds.  By virtue of his position as the Chief Investment Officer of Sarissa Capital and as the managing member of Sarissa Capital’s general partner and as controlling the ultimate general partner of each of the Sarissa Funds, Dr. Denner may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the 2,019,685 Shares held by the Sarissa Funds.
 
 
 
CUSIP No.  00767E102
Page 7 of  8 Pages
SCHEDULE 13D
Items 5 (c) of the Initial Schedule 13D is hereby amended by adding the following:

The following table sets forth all transactions with respect to Shares effected during the past sixty (60) days by any of the Reporting Persons, inclusive of any transactions effected through 4:00 p.m., New York City time, on May 20, 2015. Except as otherwise noted below, all such transactions were purchases of Shares effected in the open market.

Name of Reporting Person
 
Date of Transaction
Amount of Securities
Price Per Share ($)
Sarissa Domestic
May 15, 2015
181,400
19.77
Sarissa Domestic
May 20, 2015
61,422
19.98
Sarissa Domestic
May 20, 2015
1,240
20.07
       
Sarissa Offshore
May 15, 2015
98,600
19.77
Sarissa Offshore
May 20, 2015
38,578
19.98
Sarissa Offshore
May 20, 2015
990
20.07

 
 
 
 
 
CUSIP No.  00767E102
Page 8 of  8 Pages
SCHEDULE 13D
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  May 21, 2015

SARISSA CAPITAL MANAGEMENT LP


By:   /s/ Mark DiPaolo _______________________
            Name: Mark DiPaolo
            Title: General Counsel


SARISSA CAPITAL DOMESTIC FUND LP
By: Sarissa Capital Fund GP LP, its general partner


By:   /s/ Mark DiPaolo _______________________
            Name: Mark DiPaolo
            Title: Authorized Person


SARISSA CAPITAL OFFSHORE MASTER FUND LP
By: Sarissa Capital Offshore Fund GP LLC, its general partner


By:   /s/ Mark DiPaolo _______________________
            Name: Mark DiPaolo
            Title: Authorized Person

 
/s/Alexander J. Denner________________________
 Alexander J. Denner