Perry Gregory D Form 4 Aegerion Pharmaceuticals / GREGORY D PERRY ownership change

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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X

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^*

PERRY GREGORY D

(Last) (First) (Middle)

C/O AEGERION PHARMACEUTICALS, INC.

ONE MAIN STREET, SUITE 800

(Street)

CAMBRIDGE MA 02142

(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
	Officer (give title below)	X	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
11/29/2016

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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$19.58	11/29/2016		D			200,000	(1)	08/03/2025	Common Stock	200,000	(2)	0	D
Stock Option (Right to Buy)	$19.52	11/29/2016		D			40,000	(3)	08/04/2025	Common Stock	40,000	(2)	0	D
Stock Option (Right to Buy)	$5.71	11/29/2016		D			200,000	(4)	02/12/2026	Common Stock	200,000	(2)	0	D
Stock Option (Right to Buy)	$2.46	11/29/2016		D			69,000	(5)	05/09/2026	Common Stock	69,000	(2)	0	D
Restricted Stock Units	(6)	11/29/2016		D			35,000	(7)	(7)	Common Stock	35,000	(8)	0	D

Explanation of Responses:

1. 25% of the shares of common stock underlying this stock option award vested on August 3, 2016. The remaining 75% of the shares of common stock underlying this stock option award were to vest thereafter in equal monthly installments through August 3, 2019, subject, with limited exceptions, to the Reporting Person's continued employment with the Issuer.

2. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 14, 2016, by and among the Issuer, QLT Inc. ("QLT") and Isotope Acquisition Corp. ("Isotope"), pursuant to which Isotope was merged with and into the Issuer, effective on November 29, 2016, each option to acquire common stock of the Issuer that was outstanding and unexercised immediately prior to the effective time of the merger that had an exercise price per share equal to or greater than $1.88 (the product obtained by multiplying (i) the exchange ratio of 1.0256 (the "Exchange Ratio") by (ii) $1.83, the closing price of a common share of QLT on November 28, 2016) was cancelled without any payment or other consideration therefor. Following completion of the merger, QLT was renamed "Novelion Therapeutics Inc." ("Novelion").

3. 25% of the shares of common stock underlying this stock option award vested on August 4, 2016. The remaining 75% of the shares of common stock underlying this stock option award were to vest thereafter in equal monthly installments through August 4, 2019, subject, with limited exceptions, to the Reporting Person's continued employment with the Issuer.

4. 25% of the shares of common stock underlying this stock option award vested on February 12, 2016. The remaining 75% of the shares of common stock underlying this stock option award were to vest thereafter in three equal installments on each of December 31, 2016, December 31, 2017 and December 31, 2018, subject, with limited exceptions, to the Reporting Person's continued employment with the Issuer.

5. 25% of the shares of common stock underlying this stock option award were to vest on May 9, 2017. The remaining 75% of the shares of common stock underlying this stock option award were to vest thereafter in equal monthly installments through May 9, 2020, subject, with limited exceptions, to the Reporting Person's continued employment with the Issuer.

6. Each restricted stock unit represented a contingent right to receive one share of common stock.

7. The restricted stock units were to vest in three annual installments, with 33.34% of the units scheduled to vest on May 9, 2017, 33.33% of the units scheduled to vest on May 9, 2018 and 33.33% of the units scheduled to vest on May 9, 2019, subject, with limited exceptions, to the Reporting Person's continued employment with the Issuer.

8. Pursuant to the Merger Agreement, each restricted stock unit with respect to common stock of the Issuer ("Aegerion RSU") that was outstanding as of immediately prior to the effective time of the merger was exchanged for a restricted stock unit ("Novelion RSU") with respect to a number of common shares of Novelion equal to the product obtained by multiplying (i) the total number of shares of common stock of the Issuer subject to the Aegerion RSU immediately prior to the effective time of the merger by (ii) the Exchange Ratio. Each Novelion RSU is subject to the same terms and conditions applicable to the corresponding Aegerion RSU and the agreements evidencing grant of the Aegerion RSUs thereunder, including vesting terms, but excluding any terms that are rendered inoperative solely by reason of the merger.

Remarks:

Chief Financial and Administrative Officer

	/s/ Jennifer Fitzpatrick, Attorney-in-fact	11/30/2016
	** Signature of Reporting Person	Date
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