0001104659-16-159831.txt : 20161130 0001104659-16-159831.hdr.sgml : 20161130 20161130195320 ACCESSION NUMBER: 0001104659-16-159831 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: Harshbarger Benjamin CENTRAL INDEX KEY: 0001653133 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34921 FILM NUMBER: 162026518 MAIL ADDRESS: STREET 1: ONE MAIN STREET, SUITE 800 CITY: CAMBRIDGE STATE: MA ZIP: 02142 4 1 a4.xml 4 X0306 4 2016-11-29 1 0001338042 Aegerion Pharmaceuticals, Inc. AEGR 0001653133 Harshbarger Benjamin C/O AEGERION PHARMACEUTICALS, INC. ONE MAIN STREET, SUITE 800 CAMBRIDGE MA 02142 0 1 0 0 General Counsel and Secretary Common Stock 2016-11-29 4 D 0 1704 D 0 D Stock Option (Right to Buy) 13.39 2016-11-29 4 D 0 25529 D 2016-05-01 2022-05-01 Common Stock 25529 0 D Stock Option (Right to Buy) 13.39 2016-11-29 4 D 0 15096 D 2016-05-01 2022-05-01 Common Stock 15096 0 D Stock Option (Right to Buy) 39.02 2016-11-29 4 D 0 1817 D 2023-04-01 Common Stock 1817 0 D Stock Option (Right to Buy) 39.02 2016-11-29 4 D 0 10683 D 2023-04-01 Common Stock 10683 0 D Stock Option (Right to Buy) 47.11 2016-11-29 4 D 0 2676 D 2024-04-01 Common Stock 2676 0 D Stock Option (Right to Buy) 47.11 2016-11-29 4 D 0 14324 D 2024-04-01 Common Stock 14324 0 D Stock Option (Right to Buy) 26.00 2016-11-29 4 D 0 1701 D 2025-04-01 Common Stock 1701 0 D Stock Option (Right to Buy) 26.00 2016-11-29 4 D 0 3399 D 2025-04-01 Common Stock 3399 0 D Stock Option (Right to Buy) 13.19 2016-11-29 4 D 0 30000 D 2025-10-01 Common Stock 30000 0 D Restricted Stock Units 2016-11-29 4 D 0 3282 D Common Stock 3282 0 D Restricted Stock Units 2016-11-29 4 D 0 3500 D Common Stock 3500 0 D Restricted Stock Units 2016-11-29 4 D 0 1733 D Common Stock 1733 0 D Restricted Stock Units 2016-11-29 4 D 0 2500 D Common Stock 2500 0 D Restricted Stock Units 2016-11-29 4 D 0 5100 D Common Stock 5100 0 D Restricted Stock Units 2016-11-29 4 D 0 7300 D Common Stock 7300 0 D Disposed of in exchange for 1,747 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." The number of options to acquire common stock of the Issuer previously reported in the Reporting Person's Form 3 filed with the Securities and Exchange Commission on September 18, 2015 inadvertently included 9,375 options that were exercised prior to the filing of the Form 3. The correct number of options held by the Reporting Person is reported herein. 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. 25% of the shares of common stock underlying this stock option award vested on April 1, 2014, with the remaining 75% of the shares of common stock underlying this stock option award scheduled to vest thereafter in equal monthly installments through April 1, 2017, subject, with limited exceptions, to the Reporting Person's continued employment with the Issuer. 25% of the shares of common stock underlying this stock option award vested on April 1, 2015, with the remaining 75% of the shares of common stock underlying this stock option award scheduled to vest thereafter in equal monthly installments through April 1, 2018, subject, with limited exceptions, to the Reporting Person's continued employment with the Issuer. 25% of the shares of common stock underlying this stock option award vested on April 1, 2016, with the remaining 75% of the shares of common stock underlying this stock option award scheduled to vest thereafter in equal monthly installments through April 1, 2019, subject, with limited exceptions, to the Reporting Person's continued employment with the Issuer. 25% of the shares of common stock underlying this stock option award vested on October 1, 2016, with the remaining 75% of the shares of common stock underlying this stock option award scheduled to vest thereafter in equal monthly installments through October 1, 2019, subject, with limited exceptions, to the Reporting Person's continued employment with the Issuer. Each restricted stock unit represented a contingent right to receive one share of common stock. 33.34% of the grant vested on September 17, 2016. Subject, with limited exceptions, to the Reporting Person's continued employment with the Issuer, an additional 33.33% of the units were to vest on each of September 17, 2017 and September 17, 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. Subject, with limited exceptions, to the Reporting Person's continued employment with the Issuer, the restricted stock units were to vest and become exercisable as to 100% of the units on May 15, 2017. 33.34% of the grant vested on April 1, 2016. Subject, with limited exceptions, to the Reporting Person's continued employment with the Issuer, an additional 33.33% of the units were to vest on each of April 1, 2017 and April 1, 2018. Subject, with limited exceptions, to the Reporting Person's continued employment with the Issuer, the restricted stock units were to vest and become exercisable as to 100% of the units on May 15, 2018. The restricted stock units were to vest in three annual installments, with 33.34% of the units scheduled to vest on May 9, 2017, 33.33% of the units scheduled to vest on May 9, 2018 and 33.33% of the units scheduled to vest on May 9, 2019, subject, with limited exceptions, to the Reporting Person's continued employment with the Issuer. The restricted stock units were to vest in three annual installments, with 25% of the units scheduled to vest on May 9, 2017, 50% of the units scheduled to vest on May 9, 2018 and 25% of the units scheduled to vest on May 9, 2019, subject, with limited exceptions, to the Reporting Person's continued employment with the Issuer. /s/ Jennifer Fitzpatrick, Attorney-in-fact 2016-11-30