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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series A Preferred Stock | (1) | 07/01/2013 | C | 186,989 | (1) | (1) | Common Stock | 186,989 | $ 0 | 0 | I | By Asset Management Company Venture Fund, L.P. (2) | |||
Series A Preferred Stock | (1) | 07/01/2013 | C | 14,314 | (1) | (1) | Common Stock | 14,314 | $ 0 | 0 | D | ||||
Warrant to Purchase Preferred Stock | $ 1 (3) | 07/01/2013 | J | 51,230 (3) | (4) | 02/12/2018 | Series A Preferred Stock | 51,230 | $ 0 | 0 | I | By Asset Management Company Venture Fund, L.P. (2) | |||
Warrant to Purchase Common Stock | $ 6.99 (3) | 07/01/2013 | J | 7,333 (3) | (4) | 02/12/2018 | Common Stock | 7,333 | $ 0 | 7,333 | I | By Asset Management Company Venture Fund, L.P. (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
LANGE LOUIS G C/O ESPERION THERAPEUTICS, INC. 46701 COMMERCE CENTER DRIVE PLYMOUTH, MI 48170 |
X |
/s/ Richard B. Bartram, by power of attorney | 07/01/2013 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | 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. |
(2) | The reportable securities are owned directly by Asset Management Company Venture Fund, L.P. ("AMCVF"). The general partner of AMCVF is Asset Management Ventures (GP) LLC ("AMV GP"). Dr. Lange is a managing member of AMV GP, and he disclaims beneficial ownership of the shares held by AMCVF, except to the extent of his pecuniary interest therein. |
(3) | Upon the closing of the Issuer's initial public offering, this warrant to purchase shares of Series A Preferred Stock automatically converted on a 6.986-for-1 basis into a warrant to purchase shares of Common Stock, and the exercise price automatically adjusted accordingly. The transaction is listed solely for the purpose of reporting the change in the shares underlying the warrant and the change in exercise price. |
(4) | The warrant is immediately exercisable. |