Statement of Changes in Beneficial Ownership (4)
July 01 2013 - 4:35PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
*
JANNEY DANIEL
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2. Issuer Name
and
Ticker or Trading Symbol
Esperion Therapeutics, Inc.
[
ESPR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
ONE EMBARCADERO CENTER, 37TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/1/2013
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(Street)
SAN FRANCISCO, CA 94111
(City)
(State)
(Zip)
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4. 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 Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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7/1/2013
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C
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1816475
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A
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(1)
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1816475
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I
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By Alta Partners VIII, L.P.
(2)
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Common Stock
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7/1/2013
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P
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235714
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A
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$14.00
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2052189
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I
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By Alta Partners VIII, L.P.
(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. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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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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Series A Preferred Stock
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(1)
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7/1/2013
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C
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1816475
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(1)
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(1)
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Common Stock
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1816475
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$0
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0
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I
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By Alta Partners VIII, L.P.
(2)
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Warrant to Purchase Preferred Stock
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$1
(3)
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7/1/2013
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J
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497666
(3)
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(4)
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2/12/2018
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Series A Preferred Stock
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497666
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$0
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0
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I
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By Alta Partners VIII, L.P.
(2)
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Warrant to Purchase Common Stock
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$6.99
(3)
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7/1/2013
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J
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71237
(3)
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(4)
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2/12/2018
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Common Stock
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71237
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$0
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71237
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I
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By Alta Partners VIII, L.P.
(2)
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Explanation of Responses:
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(
1)
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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.
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(
2)
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The reportable securities are owned directly by Alta Partners VIII, L.P. ("APVIII"). The general partner of APVIII is Alta Partners Management VIII, LLC ("APMVIII"). Mr. Janney is a managing director of APMVIII, and he disclaims beneficial ownership of the shares held by APVIII, except to the extent of his pecuniary interest therein.
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(
3)
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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.
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(
4)
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The warrant is immediately exercisable.
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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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JANNEY DANIEL
ONE EMBARCADERO CENTER
37TH FLOOR
SAN FRANCISCO, CA 94111
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X
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Signatures
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/s/ Richard B. Bartram, by power of attorney
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7/1/2013
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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 4(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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