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^*

Harshbarger Benjamin

(Last)

(First)

(Middle)

C/O AEGERION PHARMACEUTICALS, INC.

ONE MAIN STREET, SUITE 800

(Street)

CAMBRIDGE

02142

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	General Counsel and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
11/29/2016

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	11/29/2016		D		1,704	D	⁽¹⁾	0	D

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)
Stock Option (Right to Buy)	$13.39	11/29/2016		D			25,529⁽²⁾	05/01/2016	05/01/2022	Common Stock	25,529⁽²⁾	⁽³⁾	0	D
Stock Option (Right to Buy)	$13.39	11/29/2016		D			15,096	05/01/2016	05/01/2022	Common Stock	15,096	⁽³⁾	0	D
Stock Option (Right to Buy)	$39.02	11/29/2016		D			1,817	⁽⁴⁾	04/01/2023	Common Stock	1,817	⁽³⁾	0	D
Stock Option (Right to Buy)	$39.02	11/29/2016		D			10,683	⁽⁴⁾	04/01/2023	Common Stock	10,683	⁽³⁾	0	D
Stock Option (Right to Buy)	$47.11	11/29/2016		D			2,676	⁽⁵⁾	04/01/2024	Common Stock	2,676	⁽³⁾	0	D
Stock Option (Right to Buy)	$47.11	11/29/2016		D			14,324	⁽⁵⁾	04/01/2024	Common Stock	14,324	⁽³⁾	0	D
Stock Option (Right to Buy)	$26	11/29/2016		D			1,701	⁽⁶⁾	04/01/2025	Common Stock	1,701	⁽³⁾	0	D
Stock Option (Right to Buy)	$26	11/29/2016		D			3,399	⁽⁶⁾	04/01/2025	Common Stock	3,399	⁽³⁾	0	D
Stock Option (Right to Buy)	$13.19	11/29/2016		D			30,000	⁽⁷⁾	10/01/2025	Common Stock	30,000	⁽³⁾	0	D
Restricted Stock Units	⁽⁸⁾	11/29/2016		D			3,282	⁽⁹⁾	⁽⁹⁾	Common Stock	3,282	⁽¹⁰⁾	0	D
Restricted Stock Units	⁽⁸⁾	11/29/2016		D			3,500	⁽¹¹⁾	⁽¹¹⁾	Common Stock	3,500	⁽¹⁰⁾	0	D
Restricted Stock Units	⁽⁸⁾	11/29/2016		D			1,733	⁽¹²⁾	⁽¹²⁾	Common Stock	1,733	⁽¹⁰⁾	0	D
Restricted Stock Units	⁽⁸⁾	11/29/2016		D			2,500	⁽¹³⁾	⁽¹³⁾	Common Stock	2,500	⁽¹⁰⁾	0	D
Restricted Stock Units	⁽⁸⁾	11/29/2016		D			5,100	⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	5,100	⁽¹⁰⁾	0	D
Restricted Stock Units	⁽⁸⁾	11/29/2016		D			7,300	⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	7,300	⁽¹⁰⁾	0	D

Explanation of Responses:

1. Disposed of in exchange for 1,747 common shares of Novelion Therapeutics Inc. ("Novelion") pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 14, 2016, by and among the Issuer, QLT Inc. ("QLT") and Isotope Acquisition Corp. ("Isotope"), pursuant to which Isotope was merged with and into the Issuer, effective November 29, 2016. Following completion of the merger, QLT was renamed "Novelion Therapeutics Inc."

2. The number of options to acquire common stock of the Issuer previously reported in the Reporting Person's Form 3 filed with the Securities and Exchange Commission on September 18, 2015 inadvertently included 9,375 options that were exercised prior to the filing of the Form 3. The correct number of options held by the Reporting Person is reported herein.

3. Pursuant to the Merger Agreement, at the effective time of the merger, each option to acquire common stock of the Issuer that was outstanding and unexercised immediately prior to the effective time of the merger that had an exercise price per share equal to or greater than $1.88 (the product obtained by multiplying (i) the exchange ratio of 1.0256 (the "Exchange Ratio") by (ii) $1.83, the closing price of a common share of QLT on November 28, 2016) was cancelled without any payment or other consideration therefor.

4. 25% of the shares of common stock underlying this stock option award vested on April 1, 2014, with the remaining 75% of the shares of common stock underlying this stock option award scheduled to vest thereafter in equal monthly installments through April 1, 2017, subject, with limited exceptions, to the Reporting Person's continued employment with the Issuer.

5. 25% of the shares of common stock underlying this stock option award vested on April 1, 2015, with the remaining 75% of the shares of common stock underlying this stock option award scheduled to vest thereafter in equal monthly installments through April 1, 2018, subject, with limited exceptions, to the Reporting Person's continued employment with the Issuer.

6. 25% of the shares of common stock underlying this stock option award vested on April 1, 2016, with the remaining 75% of the shares of common stock underlying this stock option award scheduled to vest thereafter in equal monthly installments through April 1, 2019, subject, with limited exceptions, to the Reporting Person's continued employment with the Issuer.

7. 25% of the shares of common stock underlying this stock option award vested on October 1, 2016, with the remaining 75% of the shares of common stock underlying this stock option award scheduled to vest thereafter in equal monthly installments through October 1, 2019, subject, with limited exceptions, to the Reporting Person's continued employment with the Issuer.

8. Each restricted stock unit represented a contingent right to receive one share of common stock.

9. 33.34% of the grant vested on September 17, 2016. Subject, with limited exceptions, to the Reporting Person's continued employment with the Issuer, an additional 33.33% of the units were to vest on each of September 17, 2017 and September 17, 2018.

10. Pursuant to the Merger Agreement, each restricted stock unit with respect to common stock of the Issuer ("Aegerion RSU") that was outstanding as of immediately prior to the effective time of the merger was exchanged for a restricted stock unit ("Novelion RSU") with respect to a number of common shares of Novelion equal to the product obtained by multiplying (i) the total number of shares of common stock of the Issuer subject to the Aegerion RSU immediately prior to the effective time of the merger by (ii) the Exchange Ratio. Each Novelion RSU is subject to the same terms and conditions applicable to the corresponding Aegerion RSU and the agreements evidencing grant of the Aegerion RSUs thereunder, including vesting terms, but excluding any terms that are rendered inoperative solely by reason of the merger.

11. Subject, with limited exceptions, to the Reporting Person's continued employment with the Issuer, the restricted stock units were to vest and become exercisable as to 100% of the units on May 15, 2017.

12. 33.34% of the grant vested on April 1, 2016. Subject, with limited exceptions, to the Reporting Person's continued employment with the Issuer, an additional 33.33% of the units were to vest on each of April 1, 2017 and April 1, 2018.

13. Subject, with limited exceptions, to the Reporting Person's continued employment with the Issuer, the restricted stock units were to vest and become exercisable as to 100% of the units on May 15, 2018.

14. The restricted stock units were to vest in three annual installments, with 33.34% of the units scheduled to vest on May 9, 2017, 33.33% of the units scheduled to vest on May 9, 2018 and 33.33% of the units scheduled to vest on May 9, 2019, subject, with limited exceptions, to the Reporting Person's continued employment with the Issuer.

15. The restricted stock units were to vest in three annual installments, with 25% of the units scheduled to vest on May 9, 2017, 50% of the units scheduled to vest on May 9, 2018 and 25% of the units scheduled to vest on May 9, 2019, subject, with limited exceptions, to the Reporting Person's continued employment with the Issuer.

	/s/ Jennifer Fitzpatrick, Attorney-in-fact	11/30/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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