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