-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P4GPGGo3wu1RlHwXTGfIcCOoPolx6wLQtm8MQ5DwV7CCR35irScHAsirN6H4z+DQ z1eZuNbrmTTQIfkg4YYbeA== 0001181431-10-052253.txt : 20101027 0001181431-10-052253.hdr.sgml : 20101027 20101027174649 ACCESSION NUMBER: 0001181431-10-052253 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20101027 FILED AS OF DATE: 20101027 DATE AS OF CHANGE: 20101027 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 1140 ROUTE 22 EAST, SUITE 304 CITY: BRIDGEWATER STATE: NJ ZIP: 08807 BUSINESS PHONE: (908) 704-1300 MAIL ADDRESS: STREET 1: 1140 ROUTE 22 EAST, SUITE 304 CITY: BRIDGEWATER STATE: NJ ZIP: 08807 FORMER COMPANY: FORMER CONFORMED NAME: Aegerion Pharmaceuticals Inc DATE OF NAME CHANGE: 20050906 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Index Ventures III (Delaware) L.P. CENTRAL INDEX KEY: 0001402023 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34921 FILM NUMBER: 101145752 BUSINESS ADDRESS: STREET 1: C/O AEGERION PHARMACEUTICALS, INC. STREET 2: 1140 ROUTE 22 EAST, SUITE 304 CITY: BRIDGEWATER STATE: NJ ZIP: 08807 BUSINESS PHONE: (908) 704-1300 MAIL ADDRESS: STREET 1: C/O AEGERION PHARMACEUTICALS, INC. STREET 2: 1140 ROUTE 22 EAST, SUITE 304 CITY: BRIDGEWATER STATE: NJ ZIP: 08807 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Yucca Partners L.P. Jersey Branch CENTRAL INDEX KEY: 0001447764 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34921 FILM NUMBER: 101145749 BUSINESS ADDRESS: STREET 1: OGIER HOUSE, THE ESPLANADE CITY: ST HELIER,JERSEY, CHANNEL ISL. STATE: X0 ZIP: JE4 9WG BUSINESS PHONE: 44 1534 504444 MAIL ADDRESS: STREET 1: OGIER HOUSE, THE ESPLANADE CITY: ST HELIER,JERSEY, CHANNEL ISL. STATE: X0 ZIP: JE4 9WG REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Index Ventures III Parallel Entrepreneur Fund (Jersey) L.P. CENTRAL INDEX KEY: 0001503681 STATE OF INCORPORATION: Y9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34921 FILM NUMBER: 101145750 BUSINESS ADDRESS: STREET 1: NO. 1 SEATON PLACE CITY: ST. HELIER STATE: Y9 ZIP: JE4 8YJ BUSINESS PHONE: 441534605643 MAIL ADDRESS: STREET 1: NO. 1 SEATON PLACE CITY: ST. HELIER STATE: Y9 ZIP: JE4 8YJ REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Index Venture Associates III Ltd CENTRAL INDEX KEY: 0001503683 STATE OF INCORPORATION: Y9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34921 FILM NUMBER: 101145753 BUSINESS ADDRESS: STREET 1: NO. 1 SEATON PLACE CITY: ST. HELIER STATE: Y9 ZIP: JE 8YJ BUSINESS PHONE: 441534605643 MAIL ADDRESS: STREET 1: NO. 1 SEATON PLACE CITY: ST. HELIER STATE: Y9 ZIP: JE 8YJ REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Index Ventures III (Jersey) L.P. CENTRAL INDEX KEY: 0001503686 STATE OF INCORPORATION: Y9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34921 FILM NUMBER: 101145751 BUSINESS ADDRESS: STREET 1: NO.1 SEATON PLACE CITY: ST. HELIER STATE: Y9 ZIP: JE4 8YJ BUSINESS PHONE: 441534605643 MAIL ADDRESS: STREET 1: NO.1 SEATON PLACE CITY: ST. HELIER STATE: Y9 ZIP: JE4 8YJ 4 1 rrd288291.xml X0303 4 2010-10-27 0 0001338042 Aegerion Pharmaceuticals, Inc. AEGR 0001503683 Index Venture Associates III Ltd NO. 1 SEATON PLACE ST. HELIER Y9 JE4 8YJ JERSEY 0 0 1 0 0001402023 Index Ventures III (Delaware) L.P. NO. 1 SEATON PLACE ST. HELIER Y9 JE4 8YJ JERSEY 0 0 1 0 0001503686 Index Ventures III (Jersey) L.P. NO. 1 SEATON PLACE ST. HELIER Y9 JE4 8YJ JERSEY 0 0 1 0 0001503681 Index Ventures III Parallel Entrepreneur Fund (Jersey) L.P. NO. 1 SEATON PLACE ST. HELIER Y9 JE4 8YJ JERSEY 0 0 1 0 0001447764 Yucca Partners L.P. Jersey Branch THE OGIER HOUSE, THE ESPLANADE ST, HELIER, CHANNEL ISLANDS Y9 JE4 9WG JERSEY 0 0 1 0 Common Stock 2010-10-27 4 C 0 1367346 A 1367346 I See Footnotes Common Stock 2010-10-27 4 C 0 477723 A 1845069 I See Footonotes Common Stock 2010-10-27 4 C 0 881128 7.60 A 2726197 I See Footonotes Common Stock 2010-10-27 4 P 0 315789 9.5 A 3041986 I See Footonotes Common Stock 3046158 I See Footnotes Series A Convertible Preferred Stock 0 2010-10-27 4 C 0 3533095 0 D Common Stock 1367346 0 I See Footnotes Series B Convertible Preferred Stock 0 2010-10-27 4 C 0 782801 0 D Common Stock 477723 0 I See Footnotes Senior Subordinated Convertible Promissory Notes 7.60 2010-10-27 4 C 0 6696672.37 0 D 2011-12-31 Common Stock 881128 0 I See Footnotes These securities are owned directly by Index Ventures III (Jersey), L.P. ("IVIII Jersey"), Index Ventures III (Delaware), L.P. ("IVIII Delaware") and Index Ventures Parallel Entrepreneur Fund (Jersey) ("IVPEF"), of which Index Venture Associates III Limited is the general partner and by Yucca Partners L.P. (Jersey Branch) as Administrator of the Index Co-Investment Scheme ("Yucca"). Michele Ollier, Director of the Issuer, is a partner of the Index Ventures. Index Venture Associates III Limited and Dr. Ollier disclaim beneficial ownership of all such shares held by the foregoing funds, except to the extent of their proportionate pecuniary interest therein. 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 Series A Shares coverted 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. IVIII Jersey is the direct beneficial owner of 444,181 shares of common stock issued upon the conversion of its Series A Shares and 153,242 shares of common stock issued upon the conversion of its Series B Shares; IVIII Delaware is the direct beneficial owner of 902,307 shares of common stock issued upon the conversion of its Series A Shares and 311,294 shares of common stock issued upon the converion of its Series B Shares; IVPEF is the direct beneficial owner of 16,073 shares of common stock issued upon the conversion of its Series A Shares and 5,544 shares of common stock issued upon the conversion of its Series B Shares; and Yucca is the direct beneficial owner of 4,785 shares of common stock issued upon the conversion of its Series A Shares and 7,643 shares of common stock issued upon the conversion of its Series B Shares. 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. IVIII Jersey is the direct beneficial owner of 285,307 shares of common stock issued upon the conversion of its Convertible Notes; IVIII Delaware is the direct beneficial owner of 579,571 shares of common stock issued upon the conversion of its Convertible Notes; IVPEF is the direct beneficial owner of 10,320 shares of common stock issued upon the conversion of its Convertible Notes; and Yucca is the direct beneficial owner of 5,930 shares of common stock issued upon the conversion of its Convertible Notes. Shares acquired upon the closing of the Issuer's initial public offering at the initial public offering price of $9.50 per share. IVIII Delaware is the direct beneficial owner of 315,789 shares of common stock of the Issuer. IVII Jersey is the direct beneficial owner of 1,356 shares of common stock of the Issuer; IVIII Delaware is the direct beneficial owner of 2,754 shares of common stock of the Issuer; IVPEF is the direct beneficial owner of 48 shares of common stock of the Issuer; and Yucca is the direct beneficial owner of 14 shares of common stock of the Issuer. INDEX VENTURE ASSOCIATES III LIMITED, By: /s/ Christine A. Pellizzari, attorney-in-fact 2010-10-27 INDEX VENTURES III (DELAWARE) L.P., By: Index Venture Associates III Limited, General Partner, By: /s/ Christine A. Pellizzari, attorney-in-fact 2010-10-27 INDEX VENTURES III (JERSEY) L.P., By: Index Ventures Associates III Limited, General Partner, By: /s/ Christine A. Pellizzari, attorney-in-fact 2010-10-27 INDEX VENTURES III PARALLEL ENTREPRENEUR FUND (JERSEY) L.P., By: Index Venture Associates III Limited, General Partner, By: /s/ Christine A. Pellizzari, attorney-in-fact 2010-10-27 YUCCA PARTNERS L.P. JERSEY BRANCH, By:Ogier Employee Benefit Services Limited as Authorized Signatory of Yucca Partners L.P. Jersey Branch in its Capacity as Administrator of the Index Co-Investment Scheme, By:/s/ Christine A. Pellizzari, attorney-in-fact 2010-10-27 -----END PRIVACY-ENHANCED MESSAGE-----