SEC Form 4 · accession 0001104659-16-159833
Aegerion Pharmaceuticals, Inc. · AEGR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gregory D Perry
Other
Period of report
Nov 29, 2016
Accepted (ET)
Nov 30, 2016 · 7:54 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 | $19.58 | Nov 29, 2016 | D | 200,000 | D | — | Aug 3, 2025 | Common Stock | 200,000 | 0 | D |
| Stock Option (Right to Buy)F2,F3 | $19.52 | Nov 29, 2016 | D | 40,000 | D | — | Aug 4, 2025 | Common Stock | 40,000 | 0 | D |
| Stock Option (Right to Buy)F2,F4 | $5.71 | Nov 29, 2016 | D | 200,000 | D | — | Feb 12, 2026 | Common Stock | 200,000 | 0 | D |
| Stock Option (Right to Buy)F2,F5 | $2.46 | Nov 29, 2016 | D | 69,000 | D | — | May 9, 2026 | Common Stock | 69,000 | 0 | D |
| Restricted Stock UnitsF8,F6,F7 | — | Nov 29, 2016 | D | 35,000 | D | — | — | Common Stock | 35,000 | 0 | D |
Explanation of responses
- F125% of the shares of common stock underlying this stock option award vested on August 3, 2016. The remaining 75% of the shares of common stock underlying this stock option award were to vest thereafter in equal monthly installments through August 3, 2019, 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 vested on August 4, 2016. The remaining 75% of the shares of common stock underlying this stock option award were to vest thereafter in equal monthly installments through August 4, 2019, subject, with limited exceptions, to the Reporting Person's continued employment with the Issuer.
- F425% of the shares of common stock underlying this stock option award vested on February 12, 2016. The remaining 75% of the shares of common stock underlying this stock option award were to vest thereafter in three equal installments on each of December 31, 2016, December 31, 2017 and December 31, 2018, subject, with limited exceptions, to the Reporting Person's continued employment with the Issuer.
- F525% 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.
- F6Each restricted stock unit represented a contingent right to receive one share of common stock.
- F7The restricted stock units were to vest in three annual installments, with 33.34% of the units scheduled to vest on May 9, 2017, 33.33% of the units scheduled to vest on May 9, 2018 and 33.33% of the units scheduled to vest on May 9, 2019, subject, with limited exceptions, to the Reporting Person's continued employment with the Issuer.
- F8Pursuant 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.
Remarks
Chief Financial and Administrative Officer