FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

JANNEY DANIEL
2. Issuer Name and Ticker or Trading Symbol

Esperion Therapeutics, Inc. [ ESPR ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

ONE EMBARCADERO CENTER, 37TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

7/1/2013
(Street)

SAN FRANCISCO, CA 94111
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   7/1/2013     C    1816475   A   (1) 1816475   I   By Alta Partners VIII, L.P.   (2)
Common Stock   7/1/2013     P    235714   A $14.00   2052189   I   By Alta Partners VIII, L.P.   (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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) 7/1/2013     C         1816475      (1)   (1) Common Stock   1816475   $0   0   I   By Alta Partners VIII, L.P.   (2)
Warrant to Purchase Preferred Stock   $1   (3) 7/1/2013     J         497666   (3)     (4) 2/12/2018   Series A Preferred Stock   497666   $0   0   I   By Alta Partners VIII, L.P.   (2)
Warrant to Purchase Common Stock   $6.99   (3) 7/1/2013     J      71237   (3)        (4) 2/12/2018   Common Stock   71237   $0   71237   I   By Alta Partners VIII, 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 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.
( 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
JANNEY DANIEL
ONE EMBARCADERO CENTER
37TH FLOOR
SAN FRANCISCO, CA 94111
X



Signatures
/s/ Richard B. Bartram, by power of attorney 7/1/2013
** 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 control number.
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