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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Aegerion Pharmaceuticals, Inc. [ AEGR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 4,172 | I | See Footnotes(1)(2) | |||||||
Common Stock | 10/27/2010 | C | 1,367,346 | A | (3) | 1,371,518 | I | See Footnotes(1)(4) | ||
Common Stock | 10/27/2010 | C | 477,723 | A | (3) | 1,849,241 | I | See Footnotes(1)(4) | ||
Common Stock | 10/27/2010 | C | 881,128 | A | $7.6 | 2,730,369 | I | See Footnotes(1)(6) | ||
Common Stock | 10/27/2010 | P(7) | 315,789 | A | $9.5 | 3,046,158 | I | See Footnotes(1)(9) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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(3) | 10/27/2010 | C | 3,533,095 | (3) | (3) | Common Stock | 1,367,346 | $0 | 0 | I | See Footnotes(1)(4) | |||
Series B Convertible Preferred Stock | $0(3) | 10/27/2010 | C | 782,801 | (3) | (3) | Common Stock | 477,723 | $0 | 0 | I | See Footnotes(1)(4) | |||
Senior Subordinated Convertible Promissory Notes | $7.6 | 10/21/2010 | A | $6,696,672.37 | (5) | 12/31/2011 | Common Stock | 881,128 | $0 | $6,696,672.37 | I | See Footnotes(1)(8) | |||
Senior Subordinated Convertible Promissory Notes | $7.6 | 10/27/2010 | C | $6,696,672.37 | (5) | 12/31/2011 | Common Stock | 881,128 | $0 | $0 | I | See Footnotes(1)(6) |
Explanation of Responses: |
1. Michele Ollier, Director of the Issuer, is a partner of Index Ventures which is affiliated with Index Ventures III (Jersey), L.P. ("IVIII Jersey"), Index Ventures III (Delaware), L.P. ("IVIII Delaware"), Index Ventures Parallel Entrepreneur Fund (Jersey) ("IVPEF") and Yucca Partners L.P. (Jersey Branch) as Administrator of the Index Co-Investment Scheme ("Yucca"). Dr. Ollier disclaims beneficial ownership of all such shares held by the foregoing funds, except to the extent of her proportionate pecuniary interest therein. |
2. IVIII Jersey is the direct beneficial owner of 1,356 shares of common stock of the Issuer; IVIII Delaware is the direct beneficial owner of 2,754 shares of common stock of the Issuer; IVPEF is the direct beneficial owner of 48 shares of common stock of the Issuer; and Yucca is the direct beneficial owner of 14 shares of common stock of the Issuer. |
3. 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 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-0.6102765793 basis. The Series A Shares and the Series B Shares were convertible at any time, at the holder's election, and automatically upon the consummation of the Issuer's initial public offering and had no expiration date. |
4. IVIII Jersey is the direct beneficial owner of 444,181 shares of common stock issued upon the conversion of its Series A Shares and 153,242 shares of common stock issued upon the conversion of its Series B Shares; IVIII Delaware is the direct beneficial owner of 902,307 shares of common stock issued upon the conversion of its Series A Shares and 311,294 shares of common stock issued upon the conversion of its Series B Shares; IVPEF is the direct beneficial owner of 16,073 shares of common stock issued upon the conversion of its Series A Shares and 5,544 shares of common stock issued upon the conversion of its Series B Shares; and Yucca is the direct beneficial owner of 4,785 shares of common stock issued upon the conversion of its Series A Shares and 7,643 shares of common stock issued upon the conversion of its Series B Shares. |
5. 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. |
6. IVIII Jersey is the direct beneficial owner of 285,307 shares of common stock issued upon the conversion of its Convertible Notes; IVIII Delaware is the direct beneficial owner of 579,571 shares of common stock issued upon the conversion of its Convertible Notes; IVPEF is the direct beneficial owner of 10,320 shares of common stock issued upon the conversion of its Convertible Notes; and Yucca is the direct beneficial owner of 5,930 shares of common stock issued upon the conversion of its Convertible Notes. |
7. Shares acquired upon the closing of the Issuer's initial public offering at the initial public offering price of $9.50 per share. |
8. IVIII Jersey acquired Convertible Notes with a face amouont, including principal and accrued interest, of $2,168,344.80; IVIII Delaware acquired Convertible Notes with a face amount, including principal and accrued interest, of $4,404,755.93; IVPEF acquired Convertible Notes with a face amount, including principal and accrued interest, of $78,461.47; and Yucca acquired Convertible Notes with a face amount, including principal and accrued interest, of $45,110.17. |
9. IVIII Delaware is the direct beneficial owner of 315,789 shares of common stock of the Issuer. |
/s/ Christine A. Pellizzari, attorney-in-fact | 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |