Novelion Therapeutics (NVLN) Form 3 Aegerion Pharmaceuticals / INC/BC QLT ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

QLT INC/BC

(Last) (First) (Middle)

887 GREAT NORTHERN WAY,

SUITE 250

(Street)

VANCOUVER A1 V5T 4T5

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/14/2016

3. Issuer Name and Ticker or Trading Symbol
Aegerion Pharmaceuticals, Inc. [ AEGR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.001 per share	0(1)(2)(3)(4)	I	See Footnotes(1)(2)(3)(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. QLT Inc. ("QLT") may be deemed to have beneficial ownership of 6,659,291 shares of common stock, par value $0.001 per share of the Issuer (the "Shares") held in the aggregate by Broadfin Healthcare Master Fund, Ltd. ("Broadfin"), Sarissa Capital Domestic Fund L.P. ("Sarissa Capital Domestic") and Sarissa Capital Offshore Master Fund LP ("Sarissa Capital Offshore" and, together with Sarissa Capital Domestic, "Sarissa Capital") (each of the foregoing, a "Shareholder" and together, the "Shareholders") as a result of entering into voting agreements (the "Voting Agreements") dated as of June 14, 2016 with each of Broadfin and Sarissa Capital.

2. Pursuant to the Voting Agreements, each Shareholder agreed during the term of its Voting Agreement to, among other things, (i) vote its Shares in favor of the adoption of the Merger Agreement (as defined below) and approval of the Merger (as defined below) and the other transactions contemplated in the Merger Agreement and (ii) not sell or otherwise transfer its Shares prior to consummation of the Merger. Neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission by QLT that it is the beneficial owner of the Shares referred to herein and such beneficial ownership is expressly denied.

3. On June 14, 2016, QLT entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among the Issuer, QLT and Isotope Acquisition Corp., a Delaware corporation and wholly owned indirect subsidiary of QLT ("MergerCo"). Subject to the terms and conditions of the Merger Agreement, MergerCo will merge with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned indirect subsidiary of QLT.

4. QLT does not have any pecuniary interest in any of the Shares.

	/s/ Glen Ibbott	06/23/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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