0001104659-13-090955.txt : 20131218 0001104659-13-090955.hdr.sgml : 20131218 20131218160932 ACCESSION NUMBER: 0001104659-13-090955 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20131218 DATE AS OF CHANGE: 20131218 GROUP MEMBERS: ARBORETUM INVESTMENT MANAGER IIA, LLC GROUP MEMBERS: ARBORETUM VENTURES II, LP GROUP MEMBERS: ARBORETUM VENTURES IIA, LP GROUP MEMBERS: ARBORETUM VENTURES, INC. GROUP MEMBERS: JAN L. GARFINKLE GROUP MEMBERS: TIMOTHY B. PETERSEN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Esperion Therapeutics, Inc. CENTRAL INDEX KEY: 0001434868 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87536 FILM NUMBER: 131285286 BUSINESS ADDRESS: STREET 1: 46701 COMMERCE CENTER DRIVE CITY: PLYMOUTH STATE: MI ZIP: 48170 BUSINESS PHONE: 734-862-4840 MAIL ADDRESS: STREET 1: 46701 COMMERCE CENTER DRIVE CITY: PLYMOUTH STATE: MI ZIP: 48170 FORMER COMPANY: FORMER CONFORMED NAME: HDL THERAPEUTICS INC DATE OF NAME CHANGE: 20080513 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Arboretum Investment Manager II, LLC CENTRAL INDEX KEY: 0001592722 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: MARKET PLACE BUILDING STREET 2: 303 DETROIT STREET, SUITE 301 CITY: ANN ARBOR STATE: MI ZIP: 48104 BUSINESS PHONE: 734-998-3688 MAIL ADDRESS: STREET 1: MARKET PLACE BUILDING STREET 2: 303 DETROIT STREET, SUITE 301 CITY: ANN ARBOR STATE: MI ZIP: 48104 SC 13G 1 a13-26601_1sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No.  )*

 

Esperion Therapeutics, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

29664W-10-5

(CUSIP Number)

November 26, 2013

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 

*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).

 


 

CUSIP No. 29664W-10-5

13 G

 

 

 

1

Names of Reporting Persons.
Arboretum Ventures II, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
795,117 shares of Common Stock (2)

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
795,117 shares of Common Stock (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
795,117 shares of Common Stock (2)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*   o

 

 

11

Percent of Class Represented by Amount in Row 9
5.2% (3)

 

 

12

Type of Reporting Person*
PN

 

(1)   This Schedule 13G is filed by Arboretum Ventures II, L.P., a Delaware limited partnership (“II LP”), Arboretum Ventures IIa, L.P., a Delaware limited partnership (“IIA LP”), Arboretum Investment Manager II, LLC, a Delaware limited liability company (“II LLC”), Arboretum Investment Manager IIa, LLC, a Delaware limited liability company (“IIA LLC”), Arboretum Ventures, Inc., a Delaware corporation (“INC”), Jan L. Garfinkle (“Garfinkle”) and Timothy B. Petersen (“Petersen” and together with II LP, IIA LP, II LLC, IIA LLC, INC and Garfinkle, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)   Includes (i) 622,888 shares held by II LP; (ii) a warrant to purchase up to 17,822 shares held by II LP that is  immediately exercisable (iii) 145,938 shares held by IIA LP; (iv) a warrant to purchase up to 4,175 shares held by IIA LP that is  immediately exercisable;  and (v) 4,294 shares held by INC.  II LLC serves as the sole general partner of II LP and the managing member of IIA LLC, which serves as the sole general partner of IIA LP and owns no securities of the Issuer directly.  Garfinkle and Petersen are managing directors of II LLC and share voting and dispositive power over the shares held by II LP and IIA LP; however, they disclaim beneficial ownership of the shares held by II LP and IIA LP except to the extent of their pecuniary interests therein. Garfinkle and Petersen are directors and sole shareholders of INC and own no securities of the Issuer directly, but share voting and dispositive power over the shares held by INC; however, they disclaim beneficial ownership of the shares held by INC except to the extent of their pecuniary interests therein.

(3)   This percentage is calculated based upon 15,357,413 shares of Common Stock outstanding as of November 1, 2013 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commission on November 6, 2013 plus the warrants to purchase up to 21,997 shares held by the Reporting Persons.

 

2


 

CUSIP No. 29664W-10-5

13 G

 

 

 

1

Names of Reporting Persons.
Arboretum Ventures IIa, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
795,117 shares of Common Stock (2)

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
795,117 shares of Common Stock (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
795,117 shares of Common Stock (2)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*   o

 

 

11

Percent of Class Represented by Amount in Row 9
5.2% (3)

 

 

12

Type of Reporting Person*
PN

 

(1)   This Schedule 13G is filed by Arboretum Ventures II, L.P., a Delaware limited partnership (“II LP”), Arboretum Ventures IIa, L.P., a Delaware limited partnership (“IIA LP”), Arboretum Investment Manager II, LLC, a Delaware limited liability company (“II LLC”), Arboretum Investment Manager IIa, LLC, a Delaware limited liability company (“IIA LLC”), Arboretum Ventures, Inc., a Delaware corporation (“INC”), Jan L. Garfinkle (“Garfinkle”) and Timothy B. Petersen (“Petersen” and together with II LP, IIA LP, II LLC, IIA LLC, INC and Garfinkle, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)   Includes (i) 622,888 shares held by II LP; (ii) a warrant to purchase up to 17,822 shares held by II LP that is  immediately exercisable (iii) 145,938 shares held by IIA LP; (iv) a warrant to purchase up to 4,175 shares held by IIA LP that is  immediately exercisable;  and (v) 4,294 shares held by INC.  II LLC serves as the sole general partner of II LP and the managing member of IIA LLC, which serves as the sole general partner of IIA LP and owns no securities of the Issuer directly.  Garfinkle and Petersen are managing directors of II LLC and share voting and dispositive power over the shares held by II LP and IIA LP; however, they disclaim beneficial ownership of the shares held by II LP and IIA LP except to the extent of their pecuniary interests therein. Garfinkle and Petersen are directors and sole shareholders of INC and own no securities of the Issuer directly, but share voting and dispositive power over the shares held by INC; however, they disclaim beneficial ownership of the shares held by INC except to the extent of their pecuniary interests therein.

(3)   This percentage is calculated based upon 15,357,413 shares of Common Stock outstanding as of November 1, 2013 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commission on November 6, 2013 plus the warrants to purchase up to 21,997 shares held by the Reporting Persons.

 

3


 

CUSIP No. 29664W-10-5

13 G

 

 

 

1

Names of Reporting Persons.
Arboretum Investment Manager II, LLC

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 Shares

 

6

Shared Voting Power
795,117 shares of Common Stock (2)

 

7

Sole Dispositive Power
0 Shares

 

8

Shared Dispositive Power
795,117 shares of Common Stock (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
795,117 shares of Common Stock (2)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*   o

 

 

11

Percent of Class Represented by Amount in Row 9
5.2% (3)

 

 

12

Type of Reporting Person*
OO

 

(1)   This Schedule 13G is filed by Arboretum Ventures II, L.P., a Delaware limited partnership (“II LP”), Arboretum Ventures IIa, L.P., a Delaware limited partnership (“IIA LP”), Arboretum Investment Manager II, LLC, a Delaware limited liability company (“II LLC”), Arboretum Investment Manager IIa, LLC, a Delaware limited liability company (“IIA LLC”), Arboretum Ventures, Inc., a Delaware corporation (“INC”), Jan L. Garfinkle (“Garfinkle”) and Timothy B. Petersen (“Petersen” and together with II LP, IIA LP, II LLC, IIA LLC, INC and Garfinkle, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)   Includes (i) 622,888 shares held by II LP; (ii) a warrant to purchase up to 17,822 shares held by II LP that is  immediately exercisable (iii) 145,938 shares held by IIA LP; (iv) a warrant to purchase up to 4,175 shares held by IIA LP that is  immediately exercisable;  and (v) 4,294 shares held by INC.  II LLC serves as the sole general partner of II LP and the managing member of IIA LLC, which serves as the sole general partner of IIA LP and owns no securities of the Issuer directly.  Garfinkle and Petersen are managing directors of II LLC and share voting and dispositive power over the shares held by II LP and IIA LP; however, they disclaim beneficial ownership of the shares held by II LP and IIA LP except to the extent of their pecuniary interests therein. Garfinkle and Petersen are directors and sole shareholders of INC and own no securities of the Issuer directly, but share voting and dispositive power over the shares held by INC; however, they disclaim beneficial ownership of the shares held by INC except to the extent of their pecuniary interests therein.

(3)   This percentage is calculated based upon 15,357,413 shares of Common Stock outstanding as of November 1, 2013 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commission on November 6, 2013 plus the warrants to purchase up to 21,997 shares held by the Reporting Persons.

 

4


 

CUSIP No. 29664W-10-5

13 G

 

 

 

1

Names of Reporting Persons.
Arboretum Investment Manager IIa, LLC

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 Shares

 

6

Shared Voting Power
795,117 shares of Common Stock (2)

 

7

Sole Dispositive Power
0 Shares

 

8

Shared Dispositive Power
795,117 shares of Common Stock (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
795,117 shares of Common Stock (2)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*   o

 

 

11

Percent of Class Represented by Amount in Row 9
5.2% (3)

 

 

12

Type of Reporting Person*
OO

 

(1)   This Schedule 13G is filed by Arboretum Ventures II, L.P., a Delaware limited partnership (“II LP”), Arboretum Ventures IIa, L.P., a Delaware limited partnership (“IIA LP”), Arboretum Investment Manager II, LLC, a Delaware limited liability company (“II LLC”), Arboretum Investment Manager IIa, LLC, a Delaware limited liability company (“IIA LLC”), Arboretum Ventures, Inc., a Delaware corporation (“INC”), Jan L. Garfinkle (“Garfinkle”) and Timothy B. Petersen (“Petersen” and together with II LP, IIA LP, II LLC, IIA LLC, INC and Garfinkle, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)   Includes (i) 622,888 shares held by II LP; (ii) a warrant to purchase up to 17,822 shares held by II LP that is  immediately exercisable (iii) 145,938 shares held by IIA LP; (iv) a warrant to purchase up to 4,175 shares held by IIA LP that is  immediately exercisable;  and (v) 4,294 shares held by INC.  II LLC serves as the sole general partner of II LP and the managing member of IIA LLC, which serves as the sole general partner of IIA LP and owns no securities of the Issuer directly.  Garfinkle and Petersen are managing directors of II LLC and share voting and dispositive power over the shares held by II LP and IIA LP; however, they disclaim beneficial ownership of the shares held by II LP and IIA LP except to the extent of their pecuniary interests therein. Garfinkle and Petersen are directors and sole shareholders of INC and own no securities of the Issuer directly, but share voting and dispositive power over the shares held by INC; however, they disclaim beneficial ownership of the shares held by INC except to the extent of their pecuniary interests therein.

(3)   This percentage is calculated based upon 15,357,413 shares of Common Stock outstanding as of November 1, 2013 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commission on November 6, 2013 plus the warrants to purchase up to 21,997 shares held by the Reporting Persons.

 

5


 

CUSIP No. 29664W-10-5

13 G

 

 

 

1

Names of Reporting Persons.
Arboretum Ventures, Inc.

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Michigan, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares of Common Stock

 

6

Shared Voting Power
795,117 shares of Common Stock (2)

 

7

Sole Dispositive Power
0 shares of Common Stock

 

8

Shared Dispositive Power
795,117 shares of Common Stock (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
795,117 shares of Common Stock (2)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*   o

 

 

11

Percent of Class Represented by Amount in Row 9
5.2% (3)

 

 

12

Type of Reporting Person*
CO

 

(1)   This Schedule 13G is filed by Arboretum Ventures II, L.P., a Delaware limited partnership (“II LP”), Arboretum Ventures IIa, L.P., a Delaware limited partnership (“IIA LP”), Arboretum Investment Manager II, LLC, a Delaware limited liability company (“II LLC”), Arboretum Investment Manager IIa, LLC, a Delaware limited liability company (“IIA LLC”), Arboretum Ventures, Inc., a Delaware corporation (“INC”), Jan L. Garfinkle (“Garfinkle”) and Timothy B. Petersen (“Petersen” and together with II LP, IIA LP, II LLC, IIA LLC, INC and Garfinkle, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)   Includes (i) 622,888 shares held by II LP; (ii) a warrant to purchase up to 17,822 shares held by II LP that is  immediately exercisable (iii) 145,938 shares held by IIA LP; (iv) a warrant to purchase up to 4,175 shares held by IIA LP that is  immediately exercisable;  and (v) 4,294 shares held by INC.  II LLC serves as the sole general partner of II LP and the managing member of IIA LLC, which serves as the sole general partner of IIA LP and owns no securities of the Issuer directly.  Garfinkle and Petersen are managing directors of II LLC and share voting and dispositive power over the shares held by II LP and IIA LP; however, they disclaim beneficial ownership of the shares held by II LP and IIA LP except to the extent of their pecuniary interests therein. Garfinkle and Petersen are directors and sole shareholders of INC and own no securities of the Issuer directly, but share voting and dispositive power over the shares held by INC; however, they disclaim beneficial ownership of the shares held by INC except to the extent of their pecuniary interests therein.

(3)   This percentage is calculated based upon 15,357,413 shares of Common Stock outstanding as of November 1, 2013 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commission on November 6, 2013 plus the warrants to purchase up to 21,997 shares held by the Reporting Persons.

 

6


 

CUSIP No. 29664W-10-5

13 G

 

 

 

1

Names of Reporting Persons
Jan L. Garfinkle

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 Shares

 

6

Shared Voting Power
795,117 shares of Common Stock (2)

 

7

Sole Dispositive Power
0 Shares

 

8

Shared Dispositive Power
795,117 shares of Common Stock (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
795,117 shares of Common Stock (2)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*   o

 

 

11

Percent of Class Represented by Amount in Row 9
5.2% (3)

 

 

12

Type of Reporting Person*
IN

 

(1)   This Schedule 13G is filed by Arboretum Ventures II, L.P., a Delaware limited partnership (“II LP”), Arboretum Ventures IIa, L.P., a Delaware limited partnership (“IIA LP”), Arboretum Investment Manager II, LLC, a Delaware limited liability company (“II LLC”), Arboretum Investment Manager IIa, LLC, a Delaware limited liability company (“IIA LLC”), Arboretum Ventures, Inc., a Delaware corporation (“INC”), Jan L. Garfinkle (“Garfinkle”) and Timothy B. Petersen (“Petersen” and together with II LP, IIA LP, II LLC, IIA LLC, INC and Garfinkle, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) Includes (i) 622,888 shares held by II LP; (ii) a warrant to purchase up to 17,822 shares held by II LP (iii) 145,938 shares held by IIA LP; (iv) a warrant to purchase up to 4,175 shares held by IIA LP;  and (v) a warrant to purchase 4,294 shares held by INC. II LLC serves as the sole general partner of II LP and owns no securities of the Issuer directly.  Garfinkel and Petersen are managing directors and share voting and dispositive power over the shares held by II LP; however, they disclaim beneficial ownership of the shares held by II LP except to the extent of their pecuniary interests therein.  IIA LLC serves as the sole general partner of IIA LP and owns no securities of the Issuer directly.  Garfinkle and Petersen are managing directors and share voting and dispositive power over the shares held by IIA LP; however, they disclaim beneficial ownership of the shares held by IIA LP except to the extent of their pecuniary interests therein.  II LLC serves as the manager of IIA LLC, the sole general partner of IIA LP and owns no securities of the Issuer directly.  Garfinkle and Petersen are managing directors and share voting and dispositive power over the shares held by IIA LP; however, they disclaim beneficial ownership of the shares held by IIA LP except to the extent of their pecuniary interests therein.  Garfinkle and Petersen are directors of INC and own no securities of the Issuer directly, but share voting and dispositive power over the shares held by INC; however, they disclaim beneficial ownership of the shares held by INC except to the extent of their pecuniary interests therein.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of November 26, 2013.

(3) This percentage is calculated based upon 15,357,413 shares of Common Stock outstanding as of November 26, 2013 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commission on November 6, 2013.

 

7


 

CUSIP No. 29664W-10-5

13 G

 

 

 

1

Names of Reporting Persons
Timothy B. Petersen

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x (1)

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
795,117 shares of Common Stock (2)

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
795,117 shares of Common Stock (2)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
795,117 shares of Common Stock (2)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*   o

 

 

11

Percent of Class Represented by Amount in Row 9
5.2% (3)

 

 

12

Type of Reporting Person*
IN

 

(1)   This Schedule 13G is filed by Arboretum Ventures II, L.P., a Delaware limited partnership (“II LP”), Arboretum Ventures IIa, L.P., a Delaware limited partnership (“IIA LP”), Arboretum Investment Manager II, LLC, a Delaware limited liability company (“II LLC”), Arboretum Investment Manager IIa, LLC, a Delaware limited liability company (“IIA LLC”), Arboretum Ventures, Inc., a Delaware corporation (“INC”), Jan L. Garfinkle (“Garfinkle”) and Timothy B. Petersen (“Petersen” and together with II LP, IIA LP, II LLC, IIA LLC, INC and Garfinkle, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)   Includes (i) 622,888 shares held by II LP; (ii) a warrant to purchase up to 17,822 shares held by II LP that is  immediately exercisable (iii) 145,938 shares held by IIA LP; (iv) a warrant to purchase up to 4,175 shares held by IIA LP that is  immediately exercisable;  and (v) 4,294 shares held by INC.  II LLC serves as the sole general partner of II LP and the managing member of IIA LLC, which serves as the sole general partner of IIA LP and owns no securities of the Issuer directly.  Garfinkle and Petersen are managing directors of II LLC and share voting and dispositive power over the shares held by II LP and IIA LP; however, they disclaim beneficial ownership of the shares held by II LP and IIA LP except to the extent of their pecuniary interests therein. Garfinkle and Petersen are directors and sole shareholders of INC and own no securities of the Issuer directly, but share voting and dispositive power over the shares held by INC; however, they disclaim beneficial ownership of the shares held by INC except to the extent of their pecuniary interests therein.

(3)   This percentage is calculated based upon 15,357,413 shares of Common Stock outstanding as of November 1, 2013 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commission on November 6, 2013 plus the warrants to purchase up to 21,997 shares held by the Reporting Persons.

 

8


 

Introductory Note: This Statement on Schedule 13G is filed on behalf of the Reporting Persons, in respect of shares of Common Stock, par value $0.001 per share (“Common Stock”), of Esperion Therapeutics, Inc. (the “Issuer”).

 

Item 1

 

(a)

Name of Issuer:

 

Esperion Therapeutics, Inc.

 

 

 

Address of Issuer’s Principal Executive Offices:

 

46701 Commerce Center Drive

 

 

Plymouth, MI 48170

 

Item 2

 

(a)                                 Name of Person(s) Filing:

 

Arboretum Ventures II, L.P. (“II LP”)

Arboretum Ventures IIa, L.P. (“IIA LP”)

Arboretum Investment Manager II, LLC  (“II LLC”)

Arboretum Investment Manager IIa, LLC (“IIA LLC”)

Arboretum Ventures, Inc. (“INC”)

Jan L. Garfinkle (“Garfinkle”)

Timothy B. Petersen (“Petersen”)

 

(b)

Address of Principal Business Office:

 

c/o Arboretum Ventures

 

 

 

Market Place Building

 

 

 

303 Detroit Street, Suite 301

 

 

 

Ann Arbor, MI 48104

 

 

 

 

(b)

Citizenship:

 

 

 

 

 

 

 

Entities:

II LP

-

Delaware, United States of America

 

 

IIA LP

-

Delaware, United States of America

 

 

II LLC

-

Delaware, United States of America

 

 

IIA LLC

-

Delaware, United States of America

 

 

INC

-

Michigan, United States of America

 

 

 

 

 

 

Individuals:

Garfinkle

-

United States of America

 

 

Petersen

-

United States of America

 

 

 

(d)

Title of Class of Securities:

Common Stock

 

 

 

(e)

CUSIP Number:

29664W-10-5

 

Item 3            Not applicable.

 

9


 

Item 4            Ownership.

 

The following information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 17, 2012:

 

Reporting Persons

 

Shares Held
Directly

 

Sole Voting
Power

 

Shared
Voting
Power

 

Sole
Dispositive
Power

 

Shared
Dispositive
Power

 

Beneficial
Ownership

 

Percentage
of Class (2)

 

II LP

 

640,710

 

0

 

795,117

 

0

 

795,117

 

795,117

 

5.2

%

IIA LP

 

150,113

 

0

 

795,117

 

0

 

795,117

 

795,117

 

5.2

%

II LLC

 

0

 

0

 

795,117

 

0

 

795,117

 

795,117

 

5.2

%

IIA LLC

 

0

 

0

 

795,117

 

0

 

795,117

 

795,117

 

5.2

%

INC

 

4,294

 

0

 

795,117

 

0

 

795,117

 

795,117

 

5.2

%

Garfinkle

 

0

 

0

 

795,117

 

0

 

795,117

 

795,117

 

5.2

%

Petersen

 

0

 

0

 

795,117

 

0

 

795,117

 

795,117

 

5.2

%

 

(1)   II LLC serves as the sole general partner of II LP and the managing member of IIA LLC, which serves as the sole general partner of IIA LP and owns no securities of the Issuer directly.  Garfinkle and Petersen are managing directors of II LLC and share voting and dispositive power over the shares held by II LP and IIA LP; however, they disclaim beneficial ownership of the shares held by II LP and IIA LP except to the extent of their pecuniary interests therein. Garfinkle and Petersen are directors and sole shareholders of INC and own no securities of the Issuer directly, but share voting and dispositive power over the shares held by INC; however, they disclaim beneficial ownership of the shares held by INC except to the extent of their pecuniary interests therein.

 

(2)   This percentage is calculated based upon 15,357,413 shares of Common Stock outstanding as of November 1, 2013 as set forth in the Issuer’s most recent 10-Q filed with the Securities and Exchange Commission on November 6, 2013 plus the warrants to purchase up to 21,997 shares held by the Reporting Persons.

 

Item 5                                    Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following:      o

 

Item 6                                    Ownership of More Than Five Percent on Behalf of Another Person.

 

See Items 2(a) and 4.

 

Item 7                                    Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company.

 

Not applicable.

 

Item 8                                    Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9                                    Notice of Dissolution of Group.

 

Not applicable.

 

Item 10                             Certification.

 

Not applicable.

 

10


 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: December 18, 2013

 

ARBORETUM VENTURES II, L.P.

 

By:

Arboretum Investment Manager II, LLC

 

Its:

General Partner

 

 

 

 

By:

/s/ Jan L. Garfinkle

 

 

Jan L. Garfinkle, Managing Director

 

 

 

 

ARBORETUM VENTURES IIA, L.P.

 

By:

Arboretum Investment Manager IIa, LLC

 

Its:

General Partner

 

By:

Arboretum Investment Manager II, LLC

 

Its:

Manager

 

 

 

 

By:

/s/ Jan L. Garfinkle

 

 

Jan L. Garfinkle, Managing Director

 

 

 

 

ARBORETUM INVESTMENT MANAGER II, LLC

 

 

 

 

By:

/s/ Jan L. Garfinkle

 

 

Jan L. Garfinkle, Managing Director

 

 

 

 

ARBORETUM INVESTMENT MANAGER IIA, LLC

 

By:

Arboretum Investment Manager II, LLC

 

Its:

Manager

 

 

 

 

By:

/s/ Jan L. Garfinkle

 

 

Jan L. Garfinkle, Managing Director

 

 

 

 

 

ARBORETUM VENTURES, INC.

 

 

 

 

By: 

/s/ Jan L. Garfinkle

 

 

Jan L. Garfinkle, President

 

 

 

 

 

/s/ Jan L. Garfinkle

 

JAN L. GARFINKLE

 

 

 

 

 

/s/ Timothy B. Petersen

 

TIMOTHY B. PETERSEN

 

 

11


 

Exhibit(s):

 

A - Joint Filing Statement

 

12


 

EXHIBIT A

 

JOINT FILING STATEMENT

 

We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of Esperion Therapeutics, Inc. is filed on behalf of each of us.

 

Dated: December 18, 2013

 

ARBORETUM VENTURES II, L.P.

 

By:

Arboretum Investment Manager II, LLC

 

Its:

General Partner

 

 

 

 

By:

/s/ Jan L. Garfinkle

 

 

Jan L. Garfinkle, Managing Director

 

 

 

 

ARBORETUM VENTURES IIA, L.P.

 

By:

Arboretum Investment Manager IIa, LLC

 

Its:

General Partner

 

By:

Arboretum Investment Manager II, LLC

 

Its:

Manager

 

 

 

 

By:

/s/ Jan L. Garfinkle

 

 

Jan L. Garfinkle, Managing Director

 

 

 

 

ARBORETUM INVESTMENT MANAGER II, LLC

 

 

 

 

By:

/s/ Jan L. Garfinkle

 

 

Jan L. Garfinkle, Managing Director

 

 

 

 

ARBORETUM INVESTMENT MANAGER IIA, LLC

 

By:

Arboretum Investment Manager II, LLC

 

Its:

Manager

 

 

 

 

By:

/s/ Jan L. Garfinkle

 

 

Jan L. Garfinkle, Managing Director

 

 

 

 

 

ARBORETUM VENTURES, INC.

 

 

 

 

By: 

/s/ Jan L. Garfinkle

 

 

Jan L. Garfinkle, President

 

 

 

 

 

/s/ Jan L. Garfinkle

 

JAN L. GARFINKLE

 

 

 

 

 

/s/ Timothy B. Petersen

 

TIMOTHY B. PETERSEN