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

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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^*

Lewis William

(Last)

(First)

(Middle)

C/O AEGERION PHARMACEUTICALS, INC.

CENTERPOINTE IV, 1140 ROUTE 22 EAST

(Street)

BRIDGEWATER

08807

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

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)

X	Form filed by One Reporting Person
	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		47,542	A	⁽¹⁾	47,542	D
Common Stock	10/27/2010		C		26,418	A	⁽¹⁾	73,960	D
Common Stock	10/27/2010		C		35,006	A	$7.6	108,966	D
Common Stock								303,795	D

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 Preferred Stock	$0⁽¹⁾	10/27/2010		C			122,846	⁽¹⁾	⁽¹⁾	Common Stock	47,542	$0	0	D
Series B Convertible Preferred Stock	$0⁽¹⁾	10/27/2010		C			43,290	⁽¹⁾	⁽¹⁾	Common Stock	26,418	$0	0	D
Senior Subordinated Convertible Promissory Notes	$7.6	10/21/2010		A		$266,077.88		⁽²⁾	12/31/2011	Common	35,006	$0	$266,077.88	D
Senior Subordinated Convertible Promissory Notes	$7.6	10/27/2010		C			$266,077.88	⁽²⁾	12/31/2011	Common Stock	35,006	$0	$0	D
Stock Option (right to buy)	$2.37							⁽³⁾	02/26/2017	Common Stock	13,916		13,916	D
Stock Option (right to buy)	$2.37							⁽⁴⁾	10/01/2018	Common Stock	24,573		24,573	D
Stock Option (right to buy)	$2.37							⁽⁵⁾	03/13/2019	Common Stock	17,610		17,610	D
Stock Option (right to buy)	$2.37							⁽⁶⁾	02/18/2020	Common Stock	24,573		24,573	D
Stock Option (right to buy)	$1.54							⁽⁷⁾	09/15/2020	Common Stock	254,222		254,222	D

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") and each share of the 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 Sereis 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 consummation of the Issuer's initial public offering and had no expiration date.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

	/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.
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