Initial Statement of Beneficial Ownership


FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

OMB APPROVAL
OMB Number: 3235-0104
Expires: February 28, 2011
Estimated average burden
hours per response...
0.5
                      
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
                      

1. Name and Address of Reporting Person *

Advent Healthcare & Life Sciences III-A Limited Partnership

2. Date of Event Requiring Statement (MM/DD/YYYY)
10/21/2010 

3. Issuer Name and Ticker or Trading Symbol

Aegerion Pharmaceuticals, Inc. [AEGR]

(Last)        (First)        (Middle)

C/O ADVENT INTERNATIONAL CORPORATION, 75 STATE STREET, 29TH FLOOR

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
_____ Officer (give title below)          ___ X ___ Other (specify below)
/ Member of Group > 10%

(Street)

BOSTON, MA 02109       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
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)
Common Stock   2454   (1) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: 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 Convertible Preferred Stock     (2)   (3) Common Stock   743068     (3) D    
Series B Convertible Preferred Stock     (2)   (3) Common Stock   259613     (3) D    
Senior Subordinatd Convertible Promissory Notes     (4) 12/31/2011   Common Stock   478852   $7.60   (5) D    

Explanation of Responses:
( 1)  Reflects a 1-for-2.4417 reverse stock split effected on October 19, 2010 in connection with the Issuer's initial public offering.
( 2)  The Series A Convertible Preferred Stock (the "Series A Shares") and the Series B Convertible Preferred Stock (the "Series B Shares") are convertible, in accordance with the Issuer's Third Amended and Restated Certificate of Incorporation, at any time after the issuance of such shares, at the holder's election.
( 3)  The Series A Shares and the Series B Shares, including all accrued and unpaid interest thereon, will convert automatically into Common Stock without payment of any additional consideration, upon the closing of the Issuer's initial public offering and do not have an expiration date. The Series A Shares will convert on a 1-for-0.38701117412 basis and the Series B Shares will convert on a 1-for-0.61027657931 basis.
( 4)  Reflects $3,299,297.79 aggregate principal amount of senior subordinated convertible promissory notes (the "Convertible Notes"), dated September 2, 2008, December 11, 2008, July 2, 2009, January 28, 2010, June 14, 2010, August 13, 2010, and October 1, 2010. The outstanding principal and accrued and unpaid interest on these Convertible Notes shall automatically be converted into shares of common stock upon the closing of the Issuer's initial public offering.
( 5)  The outstanding principal and accrued and unpaid interest on these Convertible Notes shall automatically be converted into shares of common stock upon the closing of the Issuer's initial public offering at $7.60 per share, 80% of the Issuer's initial public offering price per share.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Advent Healthcare & Life Sciences III-A Limited Partnership
C/O ADVENT INTERNATIONAL CORPORATION
75 STATE STREET, 29TH FLOOR
BOSTON, MA 02109



Member of Group > 10%

Signatures
/s/ Jarlyth H. Gibson, Compliance Officer 10/22/2010
** 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 control number.