Initial Statement of Beneficial Ownership (3)
June 24 2016 - 12:29PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB Number:
3235-0104
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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
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Aegerion Pharmaceuticals, Inc.
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2. Date of Event Requiring Statement (MM/DD/YYYY)
6/14/2016
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3. Issuer Name
and
Ticker or Trading Symbol
QLT INC/BC [QLTI]
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(Last)
(First)
(Middle)
ONE MAIN STREET, SUITE 800
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
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X
___ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
CAMBRIDGE, MA 02142
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Shares
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0
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I
(1)
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See footnotes
(1)
(2)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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Aegerion Pharmaceuticals, Inc. ("Aegerion") is reporting beneficial ownership of the common shares of QLT Inc. ("QLT") held by certain investors of QLT (the "Specified QLT Shareholders") solely because the Specified QLT Shareholders are required to vote, in the aggregate, 13,109,202 QLT common shares (the "Subject Shares") owned by such shareholders in favor of the proposed merger of Aegerion with a wholly-owned indirect subsidiary of QLT and related transactions, and against any competing transaction that may be proposed, pursuant to voting agreements (the "Voting Agreements") between Aegerion and each of the Specified QLT Shareholders. A copy of the form of voting agreement Aegerion entered into with each QLT Specified Shareholder was filed as an exhibit to Aegerion's Current Report on Form 8-K filed on June 15, 2016.
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(
2)
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(continued from footnote 1) Aegerion may be deemed to beneficially own the Subject Shares for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as counterparty to the Voting Agreements. Aegerion does not have any pecuniary interest (as defined in Rule 16a-1(a)(2) of the Exchange Act) in any of the Subject Shares and expressly disclaims any beneficial ownership in such shares. The filing of this Form 3 shall not be construed as an admission that Aegerion is the beneficial owner of any of the Subject Shares.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Aegerion Pharmaceuticals, Inc.
ONE MAIN STREET, SUITE 800
CAMBRIDGE, MA 02142
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X
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Signatures
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By: /s/ Benjamin Harshbarger, Acting General Counsel
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6/24/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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