Aegerion Pharmaceuticals, Inc.
|
(Name of Issuer)
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Common Stock, $0.001 par value
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(Title of Class of Securities)
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00767E102
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(CUSIP Number)
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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
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) |
January 30, 2015
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. 00767E102
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Page 2 of 10 Pages
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sarissa Capital Management LP |
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐
|
||
3
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SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
WC |
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
☐ | ||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
|
||
8
|
SHARED VOTING POWER
1,637,455 |
|||
9
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SOLE DISPOSITIVE POWER
|
|||
10
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SHARED DISPOSITIVE POWER
1,637,455 |
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,637,455 |
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
☐
|
||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.76% |
|||
14
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TYPE OF REPORTING PERSON
PN
|
CUSIP No. 00767E102
|
Page 3 of 10 Pages
|
1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Alexander J. Denner |
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
WC |
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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
|
||
8
|
SHARED VOTING POWER
1,637,455 |
|||
9
|
SOLE DISPOSITIVE POWER
|
|||
10
|
SHARED DISPOSITIVE POWER
1,637,455 |
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,637,455 |
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.76% |
|||
14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 00767E102
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Page 4 of 10 Pages
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sarissa Capital Offshore Master Fund LP |
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
WC |
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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
643,547 |
||
8
|
SHARED VOTING POWER
|
|||
9
|
SOLE DISPOSITIVE POWER
643,547 |
|||
10
|
SHARED DISPOSITIVE POWER
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
643,547 |
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.26% |
|||
14
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TYPE OF REPORTING PERSON
PN
|
CUSIP No. 00767E102
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Page 5 of 10 Pages
|
1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sarissa Capital Domestic Fund LP |
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
WC |
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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
993,908 |
||
8
|
SHARED VOTING POWER
|
|||
9
|
SOLE DISPOSITIVE POWER
993,908 |
|||
10
|
SHARED DISPOSITIVE POWER
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
993,908 |
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.50% |
|||
14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 00767E102
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Page 6 of 10 Pages
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CUSIP No. 00767E102
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Page 7 of 10 Pages
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Name of Reporting Person
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Date of Transaction
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Amount of Securities
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Price Per Share ($)
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Sarissa Domestic
|
January 14, 2015
|
106,243
|
24.18
|
Sarissa Domestic
|
January 15, 2015
|
51,389
|
23.0
|
Sarissa Domestic
|
January 20, 2015
|
133,794
|
24.94
|
Sarissa Domestic
|
January 21, 2015
|
101,395
|
24.31
|
Sarissa Domestic
|
January 22, 2015
|
91,860
|
24.4
|
Sarissa Domestic
|
January 23, 2015
|
121,428
|
24.66
|
Sarissa Domestic
|
January 26, 2015
|
145,713
|
24.93
|
Sarissa Domestic
|
January 29, 2015
|
103,213
|
23.45
|
Sarissa Domestic
|
January 30, 2015
|
121,425
|
23.27
|
Sarissa Domestic
|
February 3, 2015
|
4,003
|
23.31
|
Sarissa Domestic
|
February 4, 2015
|
13,445
|
23.33
|
Sarissa Offshore
|
January 14, 2015
|
68,757
|
24.18
|
Sarissa Offshore
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January 15, 2015
|
33,242
|
23.0
|
Sarissa Offshore
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January 20, 2015
|
86,575
|
24.94
|
Sarissa Offshore
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January 21, 2015
|
65,610
|
24.31
|
Sarissa Offshore
|
January 22, 2015
|
59,440
|
24.4
|
Sarissa Offshore
|
January 23, 2015
|
78,572
|
24.66
|
Sarissa Offshore
|
January 26, 2015
|
94,287
|
24.93
|
Sarissa Offshore
|
January 29, 2015
|
66,787
|
23.45
|
Sarissa Offshore
|
January 30, 2015
|
78,575
|
23.27
|
Sarissa Offshore
|
February 3, 2015
|
2,997
|
23.31
|
Sarissa Offshore
|
February 4, 2015
|
8,705
|
23.33
|
CUSIP No. 00767E102
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Page 8 of 10 Pages
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CUSIP No. 00767E102
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Page 9 of 10 Pages
|
By:
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/s/ Mark DiPaolo
|
Name: Mark DiPaolo
|
|
Title: General Counsel
|
By:
|
/s/ Mark DiPaolo
|
Name: Mark DiPaolo
|
|
Title: Authorized Person
|
By:
|
/s/ Mark DiPaolo
|
Name: Mark DiPaolo
|
|
Title: Authorized Person
|
CUSIP No. 00767E102
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Page 10 of 10 Pages
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Name
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Position
|
Alexander J. Denner, Ph.D.
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Chief Investment Officer
|
Richard Mulligan, Ph.D.
|
Senior Managing Director
|
Mayu Sris
|
Managing Director
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Mark DiPaolo
|
General Counsel and Chief Compliance Officer
|
Patrice Bonfiglio
|
Chief Financial Officer
|
Fredrik Guster
|
Head of Strategy and Business Development
|
Richard Giroux
|
Head Trader
|
By:
|
/s/ Mark DiPaolo
|
Name: Mark DiPaolo
|
|
Title: General Counsel
|
By:
|
/s/ Mark DiPaolo
|
Name: Mark DiPaolo
|
|
Title: Authorized Person
|
By:
|
/s/ Mark DiPaolo
|
Name: Mark DiPaolo
|
|
Title: Authorized Person
|