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*
ADVENT INTERNATIONAL LLC

(Last) (First) (Middle)
C/O ADVENT INTERNATIONAL CORPORATION
75 STATE STREET, 29TH FLOOR

(Street)
BOSTON MA 02109

(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
Officer (give title below) X Other (specify below)
Member of Group > 10%
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)
Code V Amount (A) or (D) Price
Common Stock 4,123 I See Footnote(1)
Common Stock 10/27/2010 C 1,249,350 A (2) 1,253,473 I See Footnote(1)
Common Stock 10/27/2010 C 436,498 A (2) 1,689,971 I See Footnote(1)
Common Stock 10/27/2010 C 805,140 A $7.6 2,495,111 I See Footnote(1)
Common Stock 10/27/2010 P(3) 260,263 A $9.5 2,755,374 I See Footnote(1)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock $0.00(2) 10/27/2010 C 3,228,204 (2) (2) Common Stock 1,249,350 $0.00 0 I See Footnote(1)
Series B Convertible Preferred Stock $0.00(2) 10/27/2010 C 715,247 (2) (2) Common Stock 436,498 $0.00 0 I See Footnote(1)
Senior Subordinated Convertible Promissory Notes $7.6 10/27/2010 C $6,119,109.83 (4) 12/31/2011 Common Stock 805,140 $0.00 $0.00 I See Footnote(1)
Explanation of Responses:
1. These securities are indirectly beneficially owned in the following capacities; as General Partner of AHLS III GP, which in turn is the General Partner of Advent Healthcare & Life Sciences III Limited Partnership and Advent Healthcare & Life Science III A Limited Partnership.
2. 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 the 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-0.61027657931 basis. The Series A Shares and the Series B Shares were convertible at any time, at the holder's election, and automatically upon consummation of the Issuer's initial public offering and had no expiration date.
3. Shares acquired upon the closing of the Issuer's initial public offering at the initial public offering price of $9.50 per share.
4. 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.
Remarks:
/s/ Jarlyth H. Gibson, Compliance Officer 10/27/2010
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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