SEC FORM 4

SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

ALTA BIOPHARMA PARTNERS III LP

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER

(Street)

SUITE 3700

94111

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Aegerion Pharmaceuticals, Inc. [ AEGR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

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)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/27/2010		C		1,086,336	A	⁽¹⁾	1,086,336	D⁽²⁾⁽³⁾
Common Stock	10/27/2010		C		379,545	A	⁽⁴⁾	1,465,881	D⁽²⁾⁽³⁾
Common Stock	10/27/2010		C		700,050	A	$7.6⁽⁵⁾	2,165,931	D⁽²⁾⁽³⁾
Common Stock	10/27/2010		P		289,236	A	$9.5	2,455,167	D⁽²⁾⁽³⁾
Common Stock	10/27/2010		C		72,957	A	⁽¹⁾	72,957	D⁽²⁾⁽⁶⁾
Common Stock	10/27/2010		C		25,490	A	⁽⁴⁾	98,447	D⁽²⁾⁽⁶⁾
Common Stock	10/27/2010		C		47,010	A	$7.6⁽⁵⁾	145,457	D⁽²⁾⁽⁶⁾
Common Stock	10/27/2010		P		19,425	A	$9.5	164,882	D⁽²⁾⁽⁶⁾
Common Stock	10/27/2010		C		26,771	A	⁽¹⁾	26,771	D⁽²⁾⁽⁷⁾
Common Stock	10/27/2010		C		9,353	A	⁽⁴⁾	36,124	D⁽²⁾⁽⁷⁾
Common Stock	10/27/2010		C		17,250	A	$7.6⁽⁵⁾	53,374	D⁽²⁾⁽⁷⁾
Common Stock	10/27/2010		P		7,128	A	$9.5	60,502	D⁽²⁾⁽⁷⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Prefered Stock	⁽¹⁾	10/27/2010		C			2,806,991	⁽⁸⁾	⁽⁸⁾	Common Stock	1,086,336	$0.00	0	D⁽²⁾⁽³⁾
Series A Convertible Prefered Stock	⁽¹⁾	10/27/2010		C			188,514	⁽⁸⁾	⁽⁸⁾	Common Stock	72,957	$0.00	0	D⁽²⁾⁽⁶⁾
Series A Convertible Prefered Stock	⁽¹⁾	10/27/2010		C			69,176	⁽⁸⁾	⁽⁸⁾	Common Stock	26,771	$0.00	0	D⁽²⁾⁽⁷⁾
Series B Convertible Preferred Stock	⁽⁴⁾	10/27/2010		C			621,923	⁽⁹⁾	⁽⁹⁾	Common Stock	379,545	$0.00	0	D⁽²⁾⁽³⁾
Series B Convertible Preferred Stock	⁽⁴⁾	10/27/2010		C			41,768	⁽⁹⁾	⁽⁹⁾	Common Stock	25,490	$0.00	0	D⁽²⁾⁽⁶⁾
Series B Convertible Preferred Stock	⁽⁴⁾	10/27/2010		C			15,327	⁽⁹⁾	⁽⁹⁾	Common Stock	9,353	$0.00	0	D⁽²⁾⁽⁷⁾
Senior Subordinated Convertible Promissory Notes	$7.6⁽⁵⁾	10/27/2010		C			$5,320,408.54	⁽¹⁰⁾	12/31/2011	Common Stock	700,050	$0.00	$0.00	D⁽²⁾⁽³⁾
Senior Subordinated Convertible Promissory Notes	$7.6⁽⁵⁾	10/27/2010		C			$357,311.91	⁽¹⁰⁾	12/31/2011	Common Stock	47,010	$0.00	$0.00	D⁽²⁾⁽⁶⁾
Senior Subordinated Convertible Promissory Notes	$7.6⁽⁵⁾	10/27/2010		C			$131,117.33	⁽¹⁰⁾	12/31/2011	Common Stock	17,250	$0.00	$0.00	D⁽²⁾⁽⁷⁾

1. Name and Address of Reporting Person^*

ALTA BIOPHARMA PARTNERS III LP

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER

(Street)

SUITE 3700

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ALTA BIOPHARMA MANAGEMENT III LLC

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER

(Street)

SUITE 3700

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ALTA BIOPHARMA PARTNERS III GMBH & CO BETEILIGUNGS KG

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER

(Street)

SUITE 3700

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ALTA EMBARCADERO BIOPHARMA PARTNERS III LLC

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER

(Street)

SUITE 3700

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

DELEAGE JEAN

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER

SUITE 3700

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

CHAMPSI FARAH

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER

SUITE 3700

(Street)

SAN FRANCISCO

94132

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

PENHOET EDWARD

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER

SUITE 3700

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

HURWITZ EDWARD

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER, SUITE 3700

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. 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"), plus accrued dividends, automatically 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. Each Series A Share converted into 0.38701117412 shares of common stock.

2. Alta BioPharma Management III, LLC ("ABMIII") is the general partner of ABPIII and the managing limited partner of Alta BioPharma Partners III GmbH & Co. Beteiligungs KG ("ABPIIIKG"). Jean Deleage, Farah Champsi, Edward Penhoet and Edward Hurwitz are the directors of ABMIII and managers of Alta Embarcadero BioPharma Partners III, LLC ("AEBPIII"). Alison Kiley, a director of the Issuer, is a member of ABMIII and may be deemed to share investment power over the securities of the Issuer held by ABPIII, ABPIIIKG and AEBPIII with the directors of ABMIII and managers of AEBPIII. Each of Dr. Deleage, Ms. Champsi, Dr. Penhoet and Mr. Hurwitz disclaim beneficial ownership of such securities except to the extent of his or her pecuniary interest therein.

3. These securities are owned directly by ABPIII.

4. Upon the closing of the Issuer's initial public offering on October 27, 2010, each share of Series B Convertible Preferred Stock (the "Series B Shares"), plus accrued dividends, automatically 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. Each Series B Share converted into 0.61027657931 basis of common stock.

5. The outstanding principal and accrued and unpaid interest on these Convertible Notes was automatically converted into shares of Common Stock upon the closing of the Issuer's initial public offering at $7.60 per share, which is equal to 80% of the Issuer's initial public offering price per share.

6. These securities are owned directly by ABPIIIKG.

7. These securities are owned directly by AEBPIII.

8. The Series A Shares were convertible at any time, at the holder's election, and automatically upon consummation of the Issuer's initial public offering and had no expiration date.

9. The Series B Shares were convertible at any time, at the holder's election, and automatically upon consummation of the Issuer's initial public offering and had no expiration date.

10. The Convertible Notes were issued on September 2, 2008, December 11, 2008, July 2, 2009, January 28, 2010, June 14, 2010, August 13, 2010 and October 1, 2010. Any outstanding principal amount and accrued but unpaid interest thereon was automatically convertible into shares of capital stock of the Issuer upon the consummation of specified sale transactions involving the securities of the Issuer, including an initial public offering of the Issuer's common stock meeting certain conditions.

Remarks:

	By Alta BioPharma Management Partners III, LLC /s/ Jean Deleage, Director	10/27/2010
	/s/ Jean Deleage, Director	10/27/2010
	by Alta BioPharma Management Partners III, LLC /s/ Jean Deleage, Director	10/27/2010
	/s/ Jean Deleage, Manager	10/27/2010
	/s/ Jean Deleage	10/27/2010
	/s/ Farah Champsi	10/27/2010
	/s/ Edward Penhoet	10/27/2010
	/s/ Edward Hurwitz	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.