CHAMPSI FARAH - 3 filing on 2010-10-22

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^*

ALTA BIOPHARMA PARTNERS III LP

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER

(Street)

SUITE 3700

94111

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/21/2010

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)

	Form filed by One Reporting Person
X	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)

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Convertible Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	1,086,336	⁽²⁾	D⁽³⁾⁽⁴⁾
Series A Convertible Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	72,957	⁽²⁾	D⁽⁴⁾⁽⁵⁾
Series A Convertible Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	26,771	⁽²⁾	D⁽⁴⁾⁽⁶⁾
Series B Convertible Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	379,545	⁽²⁾	D⁽³⁾⁽⁴⁾
Series B Convertible Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	25,490	⁽²⁾	D⁽⁴⁾⁽⁵⁾
Series B Convertible Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	9,353	⁽²⁾	D⁽⁴⁾⁽⁶⁾
Senior Subordinated Convertible Promissory Notes	⁽⁷⁾	12/31/2011	Common Stock	700,050	7.6⁽⁸⁾	D⁽³⁾⁽⁴⁾
Senior Subordinated Convertible Promissory Notes	⁽⁹⁾	12/31/2011	Common Stock	47,010	7.6⁽⁸⁾	D⁽⁴⁾⁽⁵⁾
Senior Subordinated Convertible Promissory Notes	⁽¹⁰⁾	12/31/2011	Common Stock	17,250	7.6⁽⁸⁾	D⁽⁴⁾⁽⁶⁾

1. Name and Address of Reporting Person^*

ALTA BIOPHARMA PARTNERS III LP

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER

(Street)

SUITE 3700

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ALTA BIOPHARMA MANAGEMENT III LLC

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER

(Street)

SUITE 3700

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ALTA BIOPHARMA PARTNERS III GMBH & CO BETEILIGUNGS KG

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER

(Street)

SUITE 3700

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ALTA EMBARCADERO BIOPHARMA PARTNERS III LLC

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER

(Street)

SUITE 3700

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CHAMPSI FARAH

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER

SUITE 3700

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

DELEAGE JEAN

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER

SUITE 3700

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

HURWITZ EDWARD

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER, SUITE 3700

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

PENHOET EDWARD

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER

SUITE 3700

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Explanation of Responses:

1. The Series A Convertible Preferred Shares (the "Series A Shares") were issued on December 16, 2005 and the Series B Convertible Preferred Shares (the "Series B Shares") were issued on November 13, 2007. Each of the Series A shares and Series B shares are convertible, in accordance with the Issuer's Third Amended and Restated Certificate of Incorporation, at any time after the issuance of such share, at the holder's election.

2. The Series A Shares and the Series B Shares will convert automatically into Common Stock, without the payment of additional consideration, upon the closing of the Issuer's initial public offering and do not have an expiration date. The Series A Shares will convert on a 1-for-0.38701117412 basis and the Series B Shares will convert on a 1-for-0.61027657931 basis.

3. These securities are beneficially owned by Alta BioPharma Partners III, L.P. ("ABPIII").

4. Alta BioPharma Management III, LLC ("ABMIII") is the general partner of ABPIII and the managing limited partner of Alta BioPharma Partners III GmbH & Co. Beteiligungs KG ("ABPIIIKG"). Jean Deleage, Farah Champsi, Edward Penhoet and Edward Hurwitz are the directors of ABMIII and managers of Alta Embarcadero BioPharma Partners III, LLC ("AEBPIII"). Alison Kiley, a director of the Issuer, is a member of ABMIII and 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. Mr. Deleage, Ms. Champsi, Mr. Penhoet, Mr. Hurwitz, and Ms. Kiley disclaim beneficial ownership of such securities except to the extent of his or her pecuniary interest therein

5. These securities are beneficially owned by ABPIIIKG.

6. These securities are beneficially owned by AEBPIII.

7. Reflects $4,823,353.04 aggregate principal amount of the Issuer's senior subordinated convertible promissory notes (the "Convertible Notes") held by ABPIII, dated September 2, 2008, December 11, 2008, July 2, 2009, January 28, 2010, June 14, 2010, August 13, 2010, and October 1, 2010. The outstanding principal and accrued and unpaid interest on these Convertible Notes are automatically convertible into shares of common stock upon the closing of the Issuer's initial public offering.

8. The outstanding principal and accrued and unpaid interest on the Convertible Notes shall automatically be converted into shares of common stock upon the closing of the Issuer's initial public offering at $7.60 per share, 80% of the initial public offering price per share.

9. Reflects $323,930.29 aggregate principal amount of Convertible Notes held by ABPIIIKG, dated September 2, 2008, December 11, 2008, July 2, 2009, January 28, 2010, June 14, 2010, August 13, 2010, and October 1, 2010. The outstanding principal and accrued and unpaid interest on these Convertible Notes are automatically convertible into shares of common stock upon the closing of the Issuer's initial public offering.

10. Reflects $118,867.78 aggregate principal amount of Convertible Notes held by AEBPIII, dated September 2, 2008, December 11, 2008, July 2, 2009, January 28, 2010, June 14, 2010, August 13, 2010, and October 1, 2010. The outstanding principal and accrued and unpaid interest on these Convertible Notes are automatically convertible into shares of common stock upon the closing of the Issuer's initial public offering.

Remarks:

	By Alta BioPharma Management III, LLC /s/ Jean Deleage, Director	10/21/2010
	/s/ Jean Deleage, Director	10/21/2010
	By Alta BioPharma Management III, LLC, /s/ Jean Deleage, Director	10/21/2010
	/s/ Jean Deleage, Manager	10/21/2010
	/s/ Farah Champsi	10/21/2010
	/s/ Jean Deleage	10/21/2010
	/s/ Edward Hurwitz	10/21/2010
	/s/ Edward Penhoet	10/21/2010
	** Signature of Reporting Person	Date
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