4//SEC Filing
Kiley Alison 4
Accession 0001181431-10-052254
CIK 0001338042other
Filed
Oct 26, 8:00 PM ET
Accepted
Oct 27, 5:48 PM ET
Size
23.1 KB
Accession
0001181431-10-052254
Insider Transaction Report
Form 4
Kiley Alison
Director10% Owner
Transactions
- Conversion
Common Stock
2010-10-27+414,388→ 1,600,452 total(indirect: See Footnotes) - Conversion
Common Stock
2010-10-27$7.60/sh+764,310$5,808,756→ 2,364,762 total(indirect: See Footnotes) - Purchase
Common Stock
2010-10-27$9.50/sh+315,789$2,999,996→ 2,860,551 total(indirect: See Footnotes) - Conversion
Series A Convertible Preferred Stock
2010-10-27−3,064,681→ 0 total(indirect: See Footnotes)→ Common Stock (1,186,064 underlying) - Conversion
Series B Convertible Preferred Stock
2010-10-27−679,018→ 0 total(indirect: See Footnotes)→ Common Stock (414,388 underlying) - Conversion
Common Stock
2010-10-27+1,186,064→ 1,186,064 total(indirect: See Footnotes) - Award
Senior Subordinated Convertible Promissory Notes
2010-10-21(indirect: See Footnoes)Exercise: $7.60Exp: 2011-12-31→ Common Stock (764,310 underlying) - Conversion
Senior Subordinated Convertible Promissory Notes
2010-10-27(indirect: See Footnotes)Exercise: $7.60Exp: 2011-12-31→ Common Stock (764,310 underlying)
Footnotes (11)
- [F1]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"), plus accrued dividends, automatically 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. Each Series A Share converted into 0.38701117412 shares of common stock.
- [F10]The Convertible Notes were issued on September 2, 2008, December 11, 2008, July 2, 2009, January 28, 2010, June 14, 2010, August 13, 2010 and October 1, 2010. Any outstanding principal amount and accrued but unpaid interest thereon was automatically convertible into shares of capital stock of the Issuer upon the consummation of specified sale transactions involving the securities of the Issuer, including an initial public offering of the Issuer's common stock meeting certain conditions.
- [F11]ABPIII acquired Convertible Notes with a face amount, including principal and accrued interest, of $5,320,408.54; ABPIIIKG acquired Convertible Notes with a face amount, including principal and accrued interest, of $357,311.91; and AEBPIII acquired Convertible Notes with a face amount, including principal and accrued interest, of $131,117.33.
- [F2]Alta BioPharma Partners III, L.P. ("ABPIII") acquired 1,086,336 shares of common stock upon the conversion of its Series A Shares, Alta BioPharma Partners III GmbH & Co. Beteiligungs KG ("ABPIIIKG") acquired 72,957 shares of common stock upon the conversion of its Series A Shares, and Alta Embarcadero BioPharma Partners III, LLC ("AEBPIII") acquired 26,771 shares of common stock upon the conversion of its Series A Shares.
- [F3]The Reporting Person is a member of Alta BioPharma Management III, LLC ("ABMIII"), which is the general partner of ABPIII and the managing limited partner of ABPIIIKG. She may be deemed to share investment power over the securities of the Issuer held by ABPIII, ABPIIIKG and AEBPIII with the directors of ABMIII and managers of AEBPIII but disclaims beneficial ownership of such securities, except to the extent of her proportionate pecuniary interest therein.
- [F4]Upon the closing of the Issuer's initial public offering on October 27, 2010, each share of Series B Convertible Preferred Stock (the "Series B Shares"), plus accrued dividends, automatically 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. Each Series B Share converted into 0.61027657931 basis of common stock.
- [F5]ABPIII acquired 379,545 shares of common stock upon the conversion of its Series B Shares, ABPIIIKG acquired 25,490 shares of common stock upon the conversion of its Series B Shares, and AEBPIII acquired 9,353 shares of common stock upon the conversion of its Series B Shares.
- [F6]ABPIII acquired 700,050 shares of common stock upon the conversion of its Convertible Notes, ABPIIIKG acquired 47,010 shares of common stock upon the conversion of its Convertible Notes, and AEBPIII acquired 17,250 shares of common stock upon the conversion of its Convertible Notes.
- [F7]ABPIII acquired 289,236 shares of common stock in the Issuer's public offering, ABPIIIKG acquired 19,425 shares of common stock in the Issuer's public offering, and AEBPIII acquired 7,128 shares of common stock in the Issuer's public offering. All shares were purchased at the initial public offering price of $9.50 per share.
- [F8]The Series A 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.
- [F9]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.
Documents
Issuer
Aegerion Pharmaceuticals, Inc.
CIK 0001338042
Entity typeother
Related Parties
1- filerCIK 0001341637
Filing Metadata
- Form type
- 4
- Filed
- Oct 26, 8:00 PM ET
- Accepted
- Oct 27, 5:48 PM ET
- Size
- 23.1 KB