0000899140-16-001707.txt : 20161130 0000899140-16-001707.hdr.sgml : 20161130 20161130153122 ACCESSION NUMBER: 0000899140-16-001707 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20161130 DATE AS OF CHANGE: 20161130 GROUP MEMBERS: ALEXANDER J. DENNER, PH.D. GROUP MEMBERS: SARISSA CAPITAL DOMESTIC FUND LP GROUP MEMBERS: SARISSA CAPITAL OFFSHORE MASTER FUND LP SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85739 FILM NUMBER: 162025199 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Sarissa Capital Management LP CENTRAL INDEX KEY: 0001577524 IRS NUMBER: 900924432 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 660 STEAMBOAT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-302-2330 MAIL ADDRESS: STREET 1: 660 STEAMBOAT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D/A 1 s18770296.htm SCHEDULE 13D/A, #7
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
 (Amendment No. 7)*

Aegerion Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(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)

November 29, 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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 240.13d-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 (“Act”) 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).
 
 
 
SCHEDULE 13D

CUSIP No. 00767E102
    
     
1
 
 
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
 
Sarissa Capital Management LP
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
(a)  ☐
(b)  ☐
3
 
 
SEC USE ONLY
 
 
4
 
SOURCE OF FUNDS (See Instructions)
OO
 
5
 
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)             ☐
 
 
6
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7
 
 
SOLE VOTING POWER
0
 
8
 
 
SHARED VOTING POWER
0
 
9
 
 
SOLE DISPOSITIVE POWER
0
 
10
 
 
SHARED DISPOSITIVE POWER
0
 
11
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
12
 
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)                                ☐
 
 
13
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14
 
 
TYPE OF REPORTING PERSON (See Instructions)
PN
 
 
 

 
SCHEDULE 13D
CUSIP No. 00767E102
    
     
1
 
 
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
 
Alexander J. Denner, Ph.D.
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
(a)  ☐
(b)  ☐
3
 
 
SEC USE ONLY
 
 
4
 
 
SOURCE OF FUNDS (See Instructions)
 
OO
 
5
 
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                        ☐
 
 
6
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7
 
 
SOLE VOTING POWER
0
 
8
 
 
SHARED VOTING POWER
0
 
9
 
 
SOLE DISPOSITIVE POWER
0
 
10
 
 
SHARED DISPOSITIVE POWER
0
 
11
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
12
 
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)                                           ☐
 
 
13
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14
 
 
TYPE OF REPORTING PERSON (See Instructions)
IN
 
 
 
 

 
CUSIP No. 00767E102
    
     
1
 
 
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
 
Sarissa Capital Offshore Master Fund LP
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
(a)  ☐
(b)  ☐
3
 
 
SEC USE ONLY
 
 
4
 
 
SOURCE OF FUNDS (See Instructions)
 
OO
 
5
 
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)              ☐
 
 
6
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7
 
 
SOLE VOTING POWER
0
 
8
 
 
SHARED VOTING POWER
0
 
9
 
 
SOLE DISPOSITIVE POWER
0
 
10
 
 
SHARED DISPOSITIVE POWER
0
 
11
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
12
 
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)                                    ☐
 
 
13
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14
 
 
TYPE OF REPORTING PERSON (See Instructions)
PN


 
 
 

 

CUSIP No. 00767E102
    
     
1
 
 
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
 
Sarissa Capital Domestic Fund LP
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
(a)   ☐
(b)   ☐
3
 
 
SEC USE ONLY
 
 
4
 
 
SOURCE OF FUNDS (See Instructions)
 
OO
 
5
 
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                        ☐
 
 
6
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7
 
SOLE VOTING POWER
0
 
8
 
 
SHARED VOTING POWER
0
 
9
 
 
SOLE DISPOSITIVE POWER
0
 
10
 
 
SHARED DISPOSITIVE POWER
0
 
11
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
12
 
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)                                ☐
 
 
13
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14
 
 
TYPE OF REPORTING PERSON (See Instructions)
PN
 
 
 
 
 
 
 
 
 
 
Item 1.   Security and Issuer

This statement constitutes Amendment No. 7 to the Schedule 13D (this “Amendment No. 7”) relating to the Common Stock, par value $0.001 per share (the “Shares”), 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 Amendment Nos. 1 through 6 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 and supplemented by adding the following at the end thereof:

Pursuant to the terms of the Merger Agreement, on November 29, 2016, the Merger was consummated and each Share held by the Sarissa Funds was converted into the right to receive 1.0256 shares of common stock of Novelion Therapeutics Inc., formerly known as QLT Inc.  Accordingly, effective upon the closing of the Merger, the Reporting Persons ceased to beneficially own any Shares.
Item 5.   Interest in Securities of the Issuer.

Items 5(a), (b) and (c) of the Initial Schedule 13D are hereby amended and restated in their entirety as set forth below, and the Initial Schedule 13D is hereby further amended by adding Item 5(e) thereof, which shall read as set forth below:
(a) As a result of the transactions described in Item 4 of this Amendment No. 7, none of the Reporting Persons beneficially own any Shares as of the effective time of the Merger, which occurred on November 29, 2016.
(b) As a result of the transactions described in Item 4 of this Amendment No. 7, none of the Reporting Persons beneficially own any Shares as of the effective time of the Merger, which occurred on November 29, 2016.
(c) Except for the transactions in respect of the closing of the Merger described in Item 4 of this Amendment No. 7, no transaction in the Shares was effected during the past sixty (60) days by any of the Reporting Persons.
(e) As a result of the transactions described in Item 4 of this Amendment No. 7, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares as of the effective time of the Merger, which occurred on November 29, 2016.
 
 
 
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.


Dated:  November 30, 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