SEC Form 4 · accession 0001104659-16-159829
Aegerion Pharmaceuticals, Inc. · AEGR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Linda Buono
Officer — Sr. VP, Human Resources
Period of report
Nov 29, 2016
Accepted (ET)
Nov 30, 2016 · 7:51 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001338042
Table I — non-derivative securities
No Table I lines on this filing.
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,F1 | $5.43 | Nov 29, 2016 | D | 75,000 | D | — | Mar 14, 2026 | Common Stock | 75,000 | 0 | D |
| Stock Option (Right to Buy)F2,F3 | $2.46 | Nov 29, 2016 | D | 7,000 | D | — | May 9, 2026 | Common Stock | 7,000 | 0 | D |
| Restricted Stock UnitsF6,F4,F5 | — | Nov 29, 2016 | D | 4,000 | D | — | — | Common Stock | 4,000 | 0 | D |
Explanation of responses
- F125% of the shares of common stock underlying this stock option award were to vest on March 14, 2017. The remaining 75% of the shares of common stock underlying this stock option award were to vest thereafter in equal monthly installments through March 14, 2020, subject, with limited exceptions, to the Reporting Person's continued employment with the Issuer.
- F2Pursuant 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 on November 29, 2016, 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. Following completion of the merger, QLT was renamed "Novelion Therapeutics Inc." ("Novelion").
- F325% of the shares of common stock underlying this stock option award were to vest on May 9, 2017. The remaining 75% of the shares of common stock underlying this stock option award were to vest thereafter in equal monthly installments through May 9, 2020, subject, with limited exceptions, to the Reporting Person's continued employment with the Issuer.
- F4Each restricted stock unit represented a contingent right to receive one share of common stock.
- F5The restricted stock units were to vest and become exercisable as to 33.34% of the units on May 9, 2017, 33.33% of the units on May 9, 2018 and 33.33% of the units on May 9, 2019, subject, with limited exceptions, to the Reporting Person's continued employment with the Issuer.
- F6Pursuant 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.