0001104659-16-159824.txt : 20161130 0001104659-16-159824.hdr.sgml : 20161130 20161130194904 ACCESSION NUMBER: 0001104659-16-159824 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161129 FILED AS OF DATE: 20161130 DATE AS OF CHANGE: 20161130 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SMITH SANDFORD D CENTRAL INDEX KEY: 0001243004 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34921 FILM NUMBER: 162026506 MAIL ADDRESS: STREET 1: C/O ARIAD PHARMACEUTICALS INC STREET 2: 26 LANDSDOWNE STREET CITY: CAMBRIDGE STATE: MA ZIP: 02139 4 1 a4.xml 4 X0306 4 2016-11-29 1 0001338042 Aegerion Pharmaceuticals, Inc. AEGR 0001243004 SMITH SANDFORD D C/O AEGERION PHARMACEUTICALS, INC. ONE MAIN STREET, SUITE 800 CAMBRIDGE MA 02142 1 0 0 0 Common Stock 2016-11-29 4 D 0 2890 D 0 D Stock Option (Right to Buy) 16.28 2016-11-29 4 D 0 16435 D 2016-01-03 2022-01-03 Common Stock 16435 0 D Stock Option (Right to Buy) 15.00 2016-11-29 4 D 0 8569 D 2015-06-05 2022-06-05 Common Stock 8569 0 D Stock Option (Right to Buy) 64.73 2016-11-29 4 D 0 14700 D 2014-06-26 2023-06-26 Common Stock 14700 0 D Stock Option (Right to Buy) 32.55 2016-11-29 4 D 0 5012 D 2015-06-26 2024-06-26 Common Stock 5012 0 D Stock Option (Right to Buy) 17.98 2016-11-29 4 D 0 18000 D 2016-06-26 2025-06-26 Common Stock 18000 0 D Stock Option (Right to Buy) 18.26 2016-11-29 4 D 0 40000 D 2016-01-27 2025-08-20 Common Stock 40000 0 D Restricted Stock Units 2016-11-29 4 D 0 8888 D Common Stock 8888 0 D Disposed of in exchange for 2,963 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." 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. Each restricted stock unit represented a contingent right to receive one share of common stock. 16.67% of the grant vested on January 27, 2016 and an additional 16.67% vested on July 27, 2016. Subject to the Reporting Person continuing to serve as a member of the board of the Issuer, an additional 16.67% of the grant was to vest on each of January 27, 2017, July 27, 2017, January 27, 2018 and August 21, 2018. 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. /s/ Jennifer Fitzpatrick, Attorney-in-fact 2016-11-30