SEC FORM 3 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*
Halak Brian K

(Last) (First) (Middle)
C/O DOMAIN ASSOCIATES, LLC
ONE PALMER SQUARE

(Street)
PRINCETON NJ 08542

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/25/2013
3. Issuer Name and Ticker or Trading Symbol
Esperion Therapeutics, Inc. [ ESPR ]
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 21,471 I By Domain Associates, LLC(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
Series A Preferred Stock (1) (1) Common Stock 1,786,012 (1) I By Domain Partners VII, L.P.(4)
Warrant to Purchase Series A Preferred Stock (2) 02/12/2018 Series A Preferred Stock(3) 489,320(3) 1(3) I By Domain Partners VII, L.P.(4)
Series A Preferred Stock (1) (1) Common Stock 30,462 (1) I By DP VII Associates, L.P.(4)
Warrant to Purchase Series A Preferred Stock (2) 02/12/2018 Series A Preferred Stock(3) 8,346(3) 1(3) I By DP VII Associates, L.P.(4)
Explanation of Responses:
1. All outstanding shares of the Issuer's preferred stock will automatically convert into Common Stock upon the closing of the Issuer's initial public offering (the "IPO"), for no additional consideration.
2. The Warrant is immediately exercisable.
3. Upon the closing of the IPO the Warrants to purchase Series A Preferred Stock will automatically convert on a 6.986-for-1 basis into Warrarts to purchase Common Stock, and the exercise price will adjust to $6.99 per share, pursuant to the terms of such Warrants.
4. The Reporting Person is a Managing Member of (i) One Palmer Square Associates VII, LLC, which is the sole general partner of Domain Partners VII, L.P. and DP VII Associates, L.P., and (ii) Domain Associates, LLC. Pursuant to Instruction (5)(b)(iv) of Form 3, the Reporting Person has elected to report as indirectly beneficially owned the entire number of securities beneficially owned by each such entity. The Reporting Person disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein and/or that are not actually distributed to him or her.
Remarks:
/s/ Kathleen K. Schoemaker, Attorney-in-Fact 06/25/2013
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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