Statement of Changes in Beneficial Ownership (4)
July 01 2013 - 4:41PM
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
Estimated average burden
hours per response...
0.5
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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
*
Longitude Capital Partners, LLC
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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)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
800 EL CAMINO REAL, SUITE 220
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/1/2013
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(Street)
MENLO PARK, CA 94025
(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)
___ Form filed by One Reporting Person
_
X
_ 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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1683967
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A
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(1)
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1683967
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I
(2)
(3)
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By Longitude Venture Partners, L.P.
(2)
(3)
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Common Stock
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7/1/2013
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C
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33753
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A
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(1)
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33753
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I
(2)
(3)
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By Longitude Capital Associates, L.P.
(2)
(3)
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Common Stock
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7/1/2013
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P
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212418
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A
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$14.00
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1896385
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I
(2)
(3)
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By Longitude Venture Partners, L.P.
(2)
(3)
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Common Stock
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7/1/2013
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P
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4258
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A
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$14.00
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38011
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I
(2)
(3)
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By Longitude Capital Associates, L.P.
(2)
(3)
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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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1683967
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(1)
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(1)
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Common Stock
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1683967
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$0
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0
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I
(2)
(3)
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By Longitude Venture Partners, L.P.
(2)
(3)
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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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33753
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(1)
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(1)
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Common Stock
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33753
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$0
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0
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I
(2)
(3)
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By Longitude Capital Associates, L.P.
(2)
(3)
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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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This report is filed jointly by Longitude Capital Partners, LLC ("LCP"), Longitude Venture Partners, L.P. ("LVP"), Longitude Capital Associates, L.P. ("LCA") and Juliet Tammenoms Bakker ("Bakker"), all of whom share beneficial ownership of more than 10% of the capital stock of the Issuer. LVP is the record holder of 11,764,200 shares of Series A Preferred Stock, which will automatically convert into 1,683,967 shares of Common Stock upon the closing of the Issuer's initial public offering, and LCA is the record holder of 235,800 shares of Series A Preferred Stock, which will automatically convert into 33,753 shares of Common Stock upon the closing of the Issuer's initial public offering. LCP, as general partner of each of LVP and LCA, has the power to vote and dispose of securities held by each of them and may be deemed to have beneficial ownership of the shares owned by LVP and LCA. (Continued on Footnote 3.)
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(
3)
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Patrick G. Enright, who serves on the Board of Directors of the Issuer and files separate Section 16 filings relating to the Issuer, and Bakker are each managing members of LCP. Each of LCP and Bakker disclaims beneficial ownership of the securities of the Issuer held by LVP and LCA except to the extent of their respective pecuniary interest therein.
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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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Longitude Capital Partners, LLC
800 EL CAMINO REAL
SUITE 220
MENLO PARK, CA 94025
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X
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Longitude Capital Associates, L.P.
800 EL CAMINO REAL
SUITE 220
MENLO PARK, CA 94025
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X
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Longitude Venture Partners L.P.
800 EL CAMINO REAL
SUITE 220
MENLO PARK, CA 94025
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X
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Tammenoms Bakker Juliet
800 EL CAMINO REAL
SUITE 220
MENLO PARK, CA 94025
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X
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Signatures
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/s/ Longitude Capital Partners, LLC, by /s/ Patrick G. Enright, managing member
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7/1/2013
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**
Signature of Reporting Person
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Date
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/s/ Longitude Capital Associates, L.P., by Longitude Capital Partners, LLC, general partner, by /s/ Patrick G. Enright, managing member
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7/1/2013
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**
Signature of Reporting Person
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Date
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/s/ Longitude Venture Partners, L.P., by Longitude Capital Partners, LLC, general partner, by /s/ Patrick G. Enright, managing member
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7/1/2013
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**
Signature of Reporting Person
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Date
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/s/ Juliet Tammenoms Bakker, managing member
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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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