0000904454-13-000723.txt : 20130625 0000904454-13-000723.hdr.sgml : 20130625 20130625184351 ACCESSION NUMBER: 0000904454-13-000723 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130625 FILED AS OF DATE: 20130625 DATE AS OF CHANGE: 20130625 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Esperion Therapeutics, Inc. CENTRAL INDEX KEY: 0001434868 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 46701 COMMERCE CENTER DRIVE CITY: PLYMOUTH STATE: MI ZIP: 48170 BUSINESS PHONE: 734-862-4840 MAIL ADDRESS: STREET 1: 46701 COMMERCE CENTER DRIVE CITY: PLYMOUTH STATE: MI ZIP: 48170 FORMER COMPANY: FORMER CONFORMED NAME: HDL THERAPEUTICS INC DATE OF NAME CHANGE: 20080513 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCHOEMAKER KATHLEEN K CENTRAL INDEX KEY: 0001207789 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35986 FILM NUMBER: 13933018 MAIL ADDRESS: STREET 1: ONE PALMER SQUARE CITY: PRINCETON STATE: NJ ZIP: 08542 3 1 edgar.xml PRIMARY DOCUMENT X0206 3 2013-06-25 0 0001434868 Esperion Therapeutics, Inc. ESPR 0001207789 SCHOEMAKER KATHLEEN K C/O DOMAIN ASSOCIATES, LLC ONE PALMER SQUARE PRINCETON NJ 08542 0 0 1 0 Common Stock 21471 I By Domain Associates, LLC Series A Preferred Stock Common Stock 1786012 I By Domain Partners VII, L.P. Warrant to Purchase Series A Preferred Stock 1.00 2018-02-12 Series A Preferred Stock 489320 I By Domain Partners VII, L.P. Series A Preferred Stock Common Stock 30462 I By DP VII Associates, L.P. Warrant to Purchase Series A Preferred Stock 1.00 2018-02-12 Series A Preferred Stock 8346 I By DP VII Associates, L.P. All outstanding shares of the Issuer's preferred stock will automatically convert into Common Stock upon the closing of the Issuer's initial public offering (the "IPO"), for no additional consideration. The Warrant is immediately exercisable. Upon the closing of the IPO the Warrants to purchase Series A Preferred Stock will automatically convert on a 6.986-for-1 basis into Warrarts to purchase Common Stock, and the exercise price will adjust to $6.99 per share, pursuant to the terms of such Warrants. The Reporting Person is a Managing Member of (i) One Palmer Square Associates VII, LLC, which is the sole general partner of Domain Partners VII, L.P. and DP VII Associates, L.P., and (ii) Domain Associates, LLC. Pursuant to Instruction (5)(b)(iv) of Form 3, the Reporting Person has elected to report as indirectly beneficially owned the entire number of securities beneficially owned by each such entity. The Reporting Person disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein and/or that are not actually distributed to him or her. /s/ Kathleen K. Schoemaker 2013-06-25