CUSIP No. 00767E102
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Page 1 of 9 Pages
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Aegerion Pharmaceuticals, Inc.
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(Name of Issuer)
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Common Stock, $0.001 par value
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(Title of Class of Securities)
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00767E102
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(CUSIP Number)
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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
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) |
September 28, 2015
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. 00767E102
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Page 2 of 9 Pages
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CUSIP No. 00767E102
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Page 3 of 9 Pages
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sarissa Capital Management LP |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐ (b) ☐
|
||
3
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SEC USE ONLY
|
|||
4
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SOURCE OF FUNDS
WC |
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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☐ | ||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
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SOLE VOTING POWER
|
||
8
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SHARED VOTING POWER
2,355,000 |
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9
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SOLE DISPOSITIVE POWER
|
|||
10
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SHARED DISPOSITIVE POWER
2,355,000 |
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,355,000 |
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
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☐
|
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.23% |
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14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 00767E102
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Page 4 of 9 Pages
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Alexander J. Denner, Ph.D. |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐ (b) ☐
|
||
3
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SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
WC |
|||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
☐ | ||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
|
||
8
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SHARED VOTING POWER
2,355,000 |
|||
9
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SOLE DISPOSITIVE POWER
|
|||
10
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SHARED DISPOSITIVE POWER
2,355,000 |
|||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,355,000 |
|||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
☐
|
||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.23% |
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 00767E102
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Page 5 of 9 Pages
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sarissa Capital Offshore Master Fund LP |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐ (b) ☐
|
||
3
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SEC USE ONLY
|
|||
4
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SOURCE OF FUNDS
WC |
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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☐ | ||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
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SOLE VOTING POWER
911,908 |
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8
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SHARED VOTING POWER
|
|||
9
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SOLE DISPOSITIVE POWER
911,908 |
|||
10
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SHARED DISPOSITIVE POWER
|
|||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
911,908 |
|||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
☐
|
||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.19% |
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14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 00767E102
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Page 6 of 9 Pages
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sarissa Capital Domestic Fund LP |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐ (b) ☐
|
||
3
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SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
WC |
|||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
☐ | ||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
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SOLE VOTING POWER
1,443,092 |
||
8
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SHARED VOTING POWER
|
|||
9
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SOLE DISPOSITIVE POWER
1,443,092 |
|||
10
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SHARED DISPOSITIVE POWER
|
|||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,443,092 |
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
☐
|
||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.04% |
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14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 00767E102
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Page 7 of 9 Pages
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CUSIP No. 00767E102
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Page 8 of 9 Pages
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Name of Reporting Person
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Date of Transaction
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Amount of Securities
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Price Per Share ($)
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Sarissa Domestic
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September 22, 2015
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28,814
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16.18
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Sarissa Domestic
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September 23, 2015
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15,478
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16.24
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Sarissa Domestic
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September 24, 2015
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15,976
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16.11
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Sarissa Domestic
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September 25, 2015
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25,483
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15.91
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Sarissa Domestic
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September 25, 2015
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31,611
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15.50
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Sarissa Domestic
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September 25, 2015
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10,103
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16.21
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Sarissa Domestic
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September 28, 2015
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31,611
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14.35
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Sarissa Domestic
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September 28, 2015
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6,487
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14.45
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Sarissa Domestic
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September 28, 2015
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16,292
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14.34
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Sarissa Domestic
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September 28, 2015
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4,036
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14.24
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Sarissa Domestic
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September 28, 2015
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8,723
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14.40
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Sarissa Offshore
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September 22, 2015
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18,786
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16.18
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Sarissa Offshore
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September 23, 2015
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10,093
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16.24
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Sarissa Offshore
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September 24, 2015
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9,124
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16.11
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Sarissa Offshore
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September 25, 2015
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14,517
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15.91
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Sarissa Offshore
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September 25, 2015
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18,389
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15.50
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Sarissa Offshore
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September 25, 2015
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4,797
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16.21
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Sarissa Offshore
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September 28, 2015
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18,389
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14.35
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Sarissa Offshore
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September 28, 2015
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2,513
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14.45
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Sarissa Offshore
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September 28, 2015
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8,708
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14.34
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Sarissa Offshore
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September 28, 2015
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964
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14.24
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Sarissa Offshore
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September 28, 2015
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16,277
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14.40
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Sarissa Offshore
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September 28, 2015
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1,000
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14.96
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CUSIP No. 00767E102
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Page 9 of 9 Pages
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