FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/25/2013 |
3. Issuer Name and Ticker or Trading Symbol
Esperion Therapeutics, Inc. [ ESPR ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A Preferred Stock | (1) | (1) | Common Stock | 186,989 | (1) | I | By Asset Management Company Venture Fund, L.P.(2) |
Series A Preferred Stock | (1) | (1) | Common Stock | 14,314 | (1) | D | |
Warrant to Purchase Preferred Stock | (3) | 02/12/2018 | Series A Preferred Stock | 51,230(4) | $1(4) | I | By Asset Management Company Venture Fund, L.P.(2) |
Stock Option (right to buy) | (5) | 04/02/2020 | Common Stock | 22,645 | $1.26 | D | |
Stock Option (right to buy) | (6) | 04/11/2023 | Common Stock | 21,471 | $3.7 | D |
Explanation of Responses: |
1. The Series A Preferred Stock is convertible into Common Stock on a 6.986-for-1 basis at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering, and has 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. The warrant is immediately exercisable. |
4. Upon the closing of the Issuer's initial public offering, this warrant to purchase shares of Series A Preferred Stock will automatically convert on a 6.986-for-1 basis into a warrant to purchase shares of Common Stock, and the exercise price will become $6.99 per share. |
5. The Option vests in equal quarterly installments over a four-year period beginning from January 1, 2010. |
6. The Option is immediately exercisable, provided that any shares issued upon exercise will be restricted and will vest in equal monthly installments over a three-year period beginning from April 11, 2013. |
/s/ Richard B. Bartram, by power of attorney | 06/25/2013 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |