SEC Form 4 · accession 0001104659-16-159824
Aegerion Pharmaceuticals, Inc. · AEGR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sandford D Smith
Director
Period of report
Nov 29, 2016
Accepted (ET)
Nov 30, 2016 · 7:49 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001338042
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Nov 29, 2016 | D | 2,890 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F2 | $16.28 | Nov 29, 2016 | D | 16,435 | D | Jan 3, 2016 | Jan 3, 2022 | Common Stock | 16,435 | 0 | D |
| Stock Option (Right to Buy)F2 | $15.00 | Nov 29, 2016 | D | 8,569 | D | Jun 5, 2015 | Jun 5, 2022 | Common Stock | 8,569 | 0 | D |
| Stock Option (Right to Buy)F2 | $64.73 | Nov 29, 2016 | D | 14,700 | D | Jun 26, 2014 | Jun 26, 2023 | Common Stock | 14,700 | 0 | D |
| Stock Option (Right to Buy)F2 | $32.55 | Nov 29, 2016 | D | 5,012 | D | Jun 26, 2015 | Jun 26, 2024 | Common Stock | 5,012 | 0 | D |
| Stock Option (Right to Buy)F2 | $17.98 | Nov 29, 2016 | D | 18,000 | D | Jun 26, 2016 | Jun 26, 2025 | Common Stock | 18,000 | 0 | D |
| Stock Option (Right to Buy)F2 | $18.26 | Nov 29, 2016 | D | 40,000 | D | Jan 27, 2016 | Aug 20, 2025 | Common Stock | 40,000 | 0 | D |
| Restricted Stock UnitsF5,F3,F4 | — | Nov 29, 2016 | D | 8,888 | D | — | — | Common Stock | 8,888 | 0 | D |
Explanation of responses
- F1Disposed of in exchange for 2,963 common shares of Novelion Therapeutics Inc. ("Novelion") pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 14, 2016, by and among the Issuer, QLT Inc. ("QLT") and Isotope Acquisition Corp. ("Isotope"), pursuant to which Isotope was merged with and into the Issuer, effective November 29, 2016. Following completion of the merger, QLT was renamed "Novelion Therapeutics Inc."
- F2Pursuant to the Merger Agreement, at the effective time of the merger, each option to acquire common stock of the Issuer that was outstanding and unexercised immediately prior to the effective time of the merger that had an exercise price per share equal to or greater than $1.88 (the product obtained by multiplying (i) the exchange ratio of 1.0256 (the "Exchange Ratio") by (ii) $1.83, the closing price of a common share of QLT on November 28, 2016) was cancelled without any payment or other consideration therefor.
- F3Each restricted stock unit represented a contingent right to receive one share of common stock.
- F416.67% of the grant vested on January 27, 2016 and an additional 16.67% vested on July 27, 2016. Subject to the Reporting Person continuing to serve as a member of the board of the Issuer, an additional 16.67% of the grant was to vest on each of January 27, 2017, July 27, 2017, January 27, 2018 and August 21, 2018.
- F5Pursuant to the Merger Agreement, each restricted stock unit with respect to common stock of the Issuer ("Aegerion RSU") that was outstanding as of immediately prior to the effective time of the merger was exchanged for a restricted stock unit ("Novelion RSU") with respect to a number of common shares of Novelion equal to the product obtained by multiplying (i) the total number of shares of common stock of the Issuer subject to the Aegerion RSU immediately prior to the effective time of the merger by (ii) the Exchange Ratio. Each Novelion RSU is subject to the same terms and conditions applicable to the corresponding Aegerion RSU and the agreements evidencing grant of the Aegerion RSUs thereunder, including vesting terms, but excluding any terms that are rendered inoperative solely by reason of the merger.