SC 13D/A

CUSIP No.  00767E102 Page 1 of  3 Pages

SCHEDULE 13D

UNITED STATESSECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

Aegerion Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

00767E102

(CUSIP Number)

Mark DiPaolo

General Counsel

Sarissa Capital Management LP

660 Steamboat Road

Greenwich, CT 06830

203-302-2330

With a copy to:

Russell Leaf

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019

212-728-8000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 21, 2016

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be  subject to all other  provisions of the Act  (however, see the Notes).

CUSIP No.  00767E102 Page 2 of  3  Pages

SCHEDULE 13D

Item 1.  Security and Issuer.

This statement constitutes Amendment No. 5 (this “Amendment No. 5”) to the Schedule 13D relating to the Common Stock, par value $0.001, issued by Aegerion Pharmaceuticals, Inc. (the “Issuer”), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission on February 5, 2015 and amended by Amendments No. 1, 2, 3 and 4 thereto (as amended, the "Initial Schedule 13D"), on behalf of the Reporting Persons (as defined in the Initial Schedule 13D), to furnish the additional information set forth herein.  All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Initial Schedule 13D.

Item 4.  Purpose of Transaction.

Item 4 of the Initial Schedule 13D is hereby amended by adding the following:

On March 21, 2016, certain of the Reporting Persons and the Issuer entered into an amendment (the “Amendment”) to the nomination agreement, dated as of March 29, 2015, by and among such Reporting Persons and the Issuer (the “Nomination Agreement”), pursuant to which the standstill provisions in the Nomination Agreement were terminated on March 21, 2016 and the Reporting Persons agreed not to submit a director nomination notice or business proposal under the Issuer’s bylaws with respect to the Issuer’s 2016 annual meeting of stockholders.  The Nomination Agreement remains otherwise in effect.

A copy of the Amendment is filed herewith as an exhibit and incorporated herein by reference, and any description herein of the Amendment is qualified in its entirety by reference to the Amendment filed herewith.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Initial Schedule 13D is hereby amended by adding the following:

See Item 4 of this Amendment No. 5.

Item 7. Material to Be Filed as Exhibits.

1The Amendment

CUSIP No.  00767E102 Page 3 of  3 Pages

SCHEDULE 13D

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  March 22, 2016

SARISSA CAPITAL MANAGEMENT LP
By:	/s/ Mark DiPaolo
	Name: Mark DiPaolo
	Title: General Counsel
SARISSA CAPITAL DOMESTIC FUND LP
By: Sarissa Capital Fund GP LP, its general partner
By:	/s/ Mark DiPaolo
	Name: Mark DiPaolo
	Title: Authorized Person
SARISSA CAPITAL OFFSHORE MASTER FUND LP
By: Sarissa Capital Offshore Fund GP LLC, its general partner
By:	/s/ Mark DiPaolo
	Name: Mark DiPaolo
	Title: Authorized Person
/s/Alexander J. Denner
Alexander J. Denner

EX-1

EXECUTION COPY

AMENDMENT TO AGREEMENT

This AMENDMENT (the “Amendment”) is made as of March 21, 2016, by and among AEGERION Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and the entities listed on Schedule A hereto (collectively, the “Sarissa Group”).

WHEREAS, the Company and the Sarissa Group are parties to that certain Nomination and Standstill Agreement dated as of March 29, 2015 (the “Agreement”);

WHEREAS, the Company and the Sarissa Group desire to amend the Agreement as provided herein and subject to the terms and conditions hereof.

NOW, THEREFORE, in consideration of the covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.Capitalized Terms.  Capitalized terms used but not otherwise defined herein shall have the meanings specified in the Agreement.

2.Amendment.  The definition of “Standstill Period” set forth in Section 1 of the Agreement is hereby amended and restated in its entirety to read as follows:

“Standstill Period” shall mean the period beginning on March 29, 2015 and ending on March 21, 2016.

3.Additional Agreements.  As a condition and inducement to the Company’s willingness to enter into this Amendment, the Sarissa Group hereby agrees that it and its Affiliates shall not give notice in accordance with the Company’s bylaws of the nomination of directors or proposal of other business for the 2016 Annual Meeting.

4.Miscellaneous.

4.1           Except as expressly amended hereby, the Agreement shall remain in full force and effect in accordance with its terms. From and after the date hereof, any reference to the Agreement shall mean the Agreement as amended hereby.

4.2           The Agreement, as amended pursuant to this Amendment, and the Confidentiality Agreement, dated as of October 22, 2015, by and among the Company and the Sarissa Group, shall constitute the full and entire understanding and agreement between the parties with regard to the subjects thereof and hereof.

4.3           The provisions of Sections 5.3, 5.4, 5.5, 5.6, 5.7, 5.8, 5.10, 5.11, 5.12, 5.13, 5.14 and 5.15 of the Agreement are incorporated by reference herein mutatis mutandis and this Amendment shall be governed by and construed in accordance with such provisions.

4.4           This Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered by their proper duly authorized officers as of the day and year first written above.

AEGERION PHARMACEUTICALS, INC.,
by
	/s/ Gregory Perry
	Name: Gregory Perry
	Title: CFO

[Signature Page to Amendment to Settlement Agreement]

SARISSA CAPITAL MANAGEMENT LP,
by
	/s/ Mark DiPaolo
	Name:  Mark DiPaolo
	Title:  General Counsel
SARISSA CAPITAL DOMESTIC FUND LP,
by
	/s/ Mark DiPaolo
	Name:  Mark DiPaolo
	Title:  Authorized Person
SARISSA CAPITAL OFFSHORE MASTER FUND LP,
by
	/s/ Mark DiPaolo
	Name:  Mark DiPaolo
	Title:  Authorized Person
SARISSA CAPITAL FUND GP LP,
by
	/s/ Mark DiPaolo
	Name:  Mark DiPaolo
	Title:  Authorized Person
SARISSA CAPITAL OFFSHORE FUND GP LLC,
by
	/s/ Mark DiPaolo
	Name:  Mark DiPaolo
	Title:  Authorized Person

[Signature Page to Amendment to Nomination and Settlement Agreement]

SCHEDULE A

SARISSA GROUP

Sarissa Capital Management LP

Sarissa Capital Domestic Fund LP

Sarissa Capital Offshore Master Fund LP

Sarissa Capital Fund GP LP

Sarissa Capital Offshore Fund GP LLC