UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
| Aegerion Pharmaceuticals, Inc. |
| (Name of Issuer) |
|
| Common Stock, $0.001 par value |
| (Title of Class of Securities) |
|
| 00767E102 |
| (CUSIP Number) |
|
| Mark DiPaolo General Counsel Sarissa Capital Management LP 660 Steamboat Road Greenwich, CT 06830 203-302-2330 With a copy to: Russell Leaf Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, New York 10019 212-728-8000 |
| (Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) |
|
| October 22, 2015 |
| (Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Item 1. Security and Issuer.
This statement constitutes Amendment No. 4 to the Schedule 13D (this “Amendment No. 4”) relating to the Common Stock, par value $0.001 (the “Shares”), issued by Aegerion Pharmaceuticals, Inc. (the “Issuer”), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission on February 5, 2015 and amended by Amendments No. 1, 2 and 3 thereto (as amended, the “Initial Schedule 13D”), on behalf of the Reporting Persons (as defined in the Initial Schedule 13D), to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Initial Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 of the Initial Schedule 13D is hereby amended by adding the following:
Pursuant to the Nomination Agreement (the “Nomination Agreement”) entered into on March 29, 2015, by and among the Reporting Persons and the Issuer, the parties thereto agreed that, upon the request of the Reporting Persons, the Issuer would enter into a confidentiality agreement with the Reporting Persons governing the provision of the Issuer’s confidential information to the Reporting Persons. On October 22, 2015, the Reporting Persons and the Issuer entered into such confidentiality agreement (the “Confidentiality Agreement”).
A copy of the Confidentiality Agreement is filed herewith as an exhibit and incorporated herein by reference, and any description herein of the Confidentiality Agreement is qualified in its entirety by reference to the Confidentiality Agreement filed herewith. A copy of the Nomination Agreement was filed as an exhibit to Amendment No. 1 of the Initial Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on April 1, 2015 and is incorporated herein by reference, and any description herein of the Nomination Agreement is qualified in its entirety by reference to the Nomination filed therewith.
Item 7. Material to Be Filed as Exhibits.
Items 7 of the Initial Schedule 13D is hereby amended by adding the following:
1 Confidentiality Agreement
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: October 23, 2015
| SARISSA CAPITAL MANAGEMENT LP | |
| |
| |
| By: /s/ Mark DiPaolo | |
| Name: Mark DiPaolo | |
| Title: General Counsel | |
| |
| |
| SARISSA CAPITAL DOMESTIC FUND LP | |
| By: Sarissa Capital Fund GP LP, its general partner | |
| |
| |
| By: /s/ Mark DiPaolo | |
| Name: Mark DiPaolo | |
| Title: Authorized Person | |
| |
| |
| SARISSA CAPITAL OFFSHORE MASTER FUND LP | |
| By: Sarissa Capital Offshore Fund GP LLC, its general partner | |
| |
| |
| By: /s/ Mark DiPaolo | |
| Name: Mark DiPaolo | |
| Title: Authorized Person | |
| |
| |
| /s/Alexander J. Denner | |
| Alexander J. Denner | |
EX-1 2 sex1.htm CONFIDENTIALITY AGREEMENT
Exhibit 1
CONFIDENTIALITY AGREEMENT
Aegerion Pharmaceuticals, Inc.
One Main Street, Suite 800
Cambridge, MA 02142
October 22, 2015
| To: | Each of the persons listed on Schedule A hereto (the “Sarissa Group” or “you”) |
Ladies and Gentlemen:
This letter agreement shall become effective upon its execution by the parties hereto. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Nomination and Standstill Agreement (the “Nomination Agreement”), dated as of March 29, 2015, among the Aegerion Pharmaceuticals, Inc. (the “Company”) and the Sarissa Group. The Company understands and agrees that, subject to the terms of, and in accordance with, this letter agreement, Company Representatives may, if and to the extent he or she desires to do so, disclose information he or she obtains while serving as a member of, and in his capacity as a member of, the Board or otherwise as a Company Representative to you and your Representatives (as hereinafter defined), and may discuss such information with any and all such persons, subject to the terms and conditions of this Agreement. As a result, you may receive from Company Representatives certain non-public information regarding the Company. You acknowledge that this information may be proprietary to the Company and may include trade secrets or other business information the disclosure of which could harm the Company. In consideration for, and as a condition of, such information being furnished to you and, subject to the restrictions in paragraph 2, the persons set forth on Schedule B hereto (collectively, the “Representatives”), you agree to treat any and all information concerning or relating to the Company or any of its subsidiaries or affiliates that is furnished to you or your Representatives (regardless of the manner in which it is furnished, including in written or electronic format or orally, gathered by visual inspection or otherwise) by Company Representatives or otherwise by or on behalf of the Company, together with any notes, analyses, reports, models, compilations, studies, interpretations, documents, records or extracts thereof containing, referring, relating to, based upon or derived from such information, in whole or in part (collectively, “Evaluation Material”), in accordance with the provisions of this letter agreement, and to take or abstain from taking the other actions hereinafter set forth. You acknowledge that the Company may place reasonable restrictions on your ability to share highly sensitive information (for example, without limitation, clinical trial results) to persons that are not employees, principals, partners or members of the Sarissa Group or legal counsel thereto.
1. The term “Evaluation Material” does not include information that (a) is or has become generally available to the public other than as a result of a direct or indirect disclosure by you or your Representatives in violation of this letter agreement or any obligation of confidentiality owed to the Company or a Company Representative, (b) was within your or any of your Representatives’ possession on a non-confidential basis prior to its being furnished to you by or on behalf of the Company or its agents, representatives, attorneys, advisors, directors, officers or employees (collectively, the “Company Representatives”), or (c) is received on a non-confidential basis from a source other than the Company or any of the Company Representatives; provided, that in the case of (b) or (c) above, the source of such information was not believed by you, after reasonable inquiry of the disclosing person, to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the Company or a Company Representative with respect to such information at the time the information was disclosed to you.
