SEC Form 3 · accession 0000899243-16-023510
NOVELION THERAPEUTICS INC. · NVLN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Aegerion Pharmaceuticals, Inc.
10% Owner
Period of report
Jun 14, 2016
Accepted (ET)
Jun 24, 2016 · 12:29 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000827809
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common SharesF1,F2 | holding | — | — | — | 0 | I | See footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Aegerion Pharmaceuticals, Inc. ("Aegerion") is reporting beneficial ownership of the common shares of QLT Inc. ("QLT") held by certain investors of QLT (the "Specified QLT Shareholders") solely because the Specified QLT Shareholders are required to vote, in the aggregate, 13,109,202 QLT common shares (the "Subject Shares") owned by such shareholders in favor of the proposed merger of Aegerion with a wholly-owned indirect subsidiary of QLT and related transactions, and against any competing transaction that may be proposed, pursuant to voting agreements (the "Voting Agreements") between Aegerion and each of the Specified QLT Shareholders. A copy of the form of voting agreement Aegerion entered into with each QLT Specified Shareholder was filed as an exhibit to Aegerion's Current Report on Form 8-K filed on June 15, 2016.
- F2(continued from footnote 1) Aegerion may be deemed to beneficially own the Subject Shares for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as counterparty to the Voting Agreements. Aegerion does not have any pecuniary interest (as defined in Rule 16a-1(a)(2) of the Exchange Act) in any of the Subject Shares and expressly disclaims any beneficial ownership in such shares. The filing of this Form 3 shall not be construed as an admission that Aegerion is the beneficial owner of any of the Subject Shares.