SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Lewis William

(Last)

(First)

(Middle)

C/O AEGERION PHARMACEUTICALS, INC.

CENTERPOINTE IV, 1140 ROUTE 22 EAST

(Street)

BRIDGEWATER

08807

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/21/2010

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, PFO and Treasurer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	194,829⁽⁹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	47,542	⁽¹⁾	D
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	26,418	⁽¹⁾	D
Senior Subordinated Convertible Promissory Notes	⁽²⁾	12/31/2011	Common Stock	35,006	$7.6⁽³⁾	D
Stock Option (right to buy)	⁽⁴⁾	02/26/2017	Common Stock	13,916⁽⁹⁾	$2.37	D
Stock option (right to buy)	⁽⁵⁾	10/01/2018	Common Stock	24,573⁽⁹⁾	$2.37	D
Stock Option (right to buy)	⁽⁶⁾	03/13/2019	Common Stock	17,610⁽⁹⁾	$2.37	D
Stock Option (right to buy)	⁽⁷⁾	02/18/2020	Common Stock	24,573⁽⁹⁾	$2.37	D
Stock Option (right to buy)	⁽⁸⁾	09/15/2020	Common Stock	254,222⁽⁹⁾	$1.54	D

Explanation of Responses:

1. The shares of Series A Convertible Preferred Stock (the "Series A Shares") and the Series B Convertible Preferred Stock (the "Series B Shares", including all accrued and unpaid dividends thereon, will convert automatically into common stock, without the payment of any additional consideration, as set forth in the Issuer's Third Amended and Restated Certificate of Incorporation, upon the closing of the Issuer's initial public offering. The Series A Shares and the Series B Shares do not have an expiration date. The Series A Shares will convert on a 1-for-0.38701117412 basis and the Series B Shares will convert on a 1-for-0.6102765793 basis.

2. Reflects $241,229.67 aggregate principal and interest amount of senior subordinated convertible promissory notes (the "Convertible Notes"), dated September 2, 2008, December 11, 2008, July 2, 2009, January 28, 2010, June 14, 2010, August 13, 2010 and October 1, 2010. The outstanding principal and accrued and unpaid interest on these Convertible Notes shall automatically be converted into shares of common stock upon the closing of the Issuer's initial public offering.

3. The outstanding principal and accrued and unpaid interest on these Convertible Notes shall automatically be 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.

4. 25% of the shares of common stock underlying this stock option vested on February 26, 2008, with the remainder of shares of common stock underlying such option to vest in 12 equal quarterly increments over the 12 quarters following February 26, 2008.

5. 25% of the shares of common stock underlying this stock option vested on October 1, 2009, with the remainder of shares of common stock underlying such option to vest in 12 equal quarterly increments over the 12 quarters following October 1, 2009.

6. 25% of the shares of common stock underlying this stock option vested on March 13, 2010, with the remainder of shares of common stock underlying such option to vest in 12 equal quarterly increments over the 12 quarters following March 13, 2010.

7. 25% of the shares of common stock underlying this stock option will vest on February 18, 2011, with the remainder of shares of common stock underlying such option to vest in 12 equal quarterly increments over the 12 quarters following February 18, 2011.

8. 60% of the shares of common stock underlying this stock option vest monthly over a four year period following the date of grant, September 15, 2010; 20% of the shares of common stock underlying this stock option will vest monthly over a four year period following the filing of a New Drug Application for Lomitapide; and 20% of the shares of common stock underlying this stock option will vest immediately upon the approval of Lomitapide by the Federal Drug Administration.

9. Reflects a 1-for-2.4417 reverse stock split effected on October 19, 2010 in connection with the Issuer's initial public offering.

Remarks:

Exhibit Index Exhibit 24.1 - Power of Attorney

	/s/ Christine A. Pellizzari, attorney-in-fact	10/22/2010
	** 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 5 (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).
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