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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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Esperion Therapeutics, Inc. [ ESPR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/01/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Common Stock | 07/01/2013 | C | 186,989 | A | (1) | 186,989 | I | By Asset Management Company Venture Fund, L.P.(2) | ||
Common Stock | 07/01/2013 | C | 14,314 | A | (1) | 14,314 | D | |||
Common Stock | 07/01/2013 | P | 3,500 | A | $14 | 17,814 | D | |||
Common Stock | 07/01/2013 | P | 10,714 | A | $14 | 197,703 | I | By Asset Management Company Venture Fund, L.P.(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Series A Preferred Stock | (1) | 07/01/2013 | C | 186,989 | (1) | (1) | Common Stock | 186,989 | $0 | 0 | I | By Asset Management Company Venture Fund, L.P.(2) | |||
Series A Preferred Stock | (1) | 07/01/2013 | C | 14,314 | (1) | (1) | Common Stock | 14,314 | $0 | 0 | D | ||||
Warrant to Purchase Preferred Stock | $1(3) | 07/01/2013 | J | 51,230(3) | (4) | 02/12/2018 | Series A Preferred Stock | 51,230 | $0 | 0 | I | By Asset Management Company Venture Fund, L.P.(2) | |||
Warrant to Purchase Common Stock | $6.99(3) | 07/01/2013 | J | 7,333(3) | (4) | 02/12/2018 | Common Stock | 7,333 | $0 | 7,333 | I | By Asset Management Company Venture Fund, L.P.(2) |
Explanation of Responses: |
1. The Series A Preferred Stock was automatically converted into Common Stock on a 6.986-for-1 basis upon the closing of the Issuer's initial public offering without payment of further consideration and had no expiration date. |
2. The reportable securities are owned directly by Asset Management Company Venture Fund, L.P. ("AMCVF"). The general partner of AMCVF is Asset Management Ventures (GP) LLC ("AMV GP"). Dr. Lange is a managing member of AMV GP, and he disclaims beneficial ownership of the shares held by AMCVF, except to the extent of his pecuniary interest therein. |
3. Upon the closing of the Issuer's initial public offering, this warrant to purchase shares of Series A Preferred Stock automatically converted on a 6.986-for-1 basis into a warrant to purchase shares of Common Stock, and the exercise price automatically adjusted accordingly. The transaction is listed solely for the purpose of reporting the change in the shares underlying the warrant and the change in exercise price. |
4. The warrant is immediately exercisable. |
/s/ Richard B. Bartram, by power of attorney | 07/01/2013 | |
** 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 4 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |