Esperion Therapeutics, Inc.
Esperion Therapeutics, Inc. (Form: 4, Received: 01/22/2018 20:50:07)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

JANNEY DANIEL
2. Issuer Name and Ticker or Trading Symbol

Esperion Therapeutics, Inc. [ ESPR ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

ONE EMBARCADERO CENTER, SUITE 3700
3. Date of Earliest Transaction (MM/DD/YYYY)

1/18/2018
(Street)

SAN FRANCISCO, CA 94111
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   1/18/2018     M    71237   A $6.99   631204   (1) I   See Footnote   (2)
Common Stock   1/18/2018     F    6640   D $74.96   624564   I   See Footnote   (2)
Common Stock   12/29/2017     G (3)   V (3) 31466   (3) D $0.00   (3) 0   (3) I   See Footnote   (4)
Common Stock   12/29/2017     G   V 7020   D $0.00   0   I   See Footnote   (5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant to Purchase Common Stock   $6.99   1/18/2018     M         71237      (6) 2/12/2018   Common Stock   71237   $0.00   0   I   See Footnote   (2)

Explanation of Responses:
(1)  Gives effect to the distribution of 800,000 shares of Common Stock distributed by Alta Partners VIII, L.P. ("APVIII") on a pro rata basis, for no additional consideration, to its partners on December 20, 2017, which distribution was not required to be reported under Section 16 pursuant to SEC rules. Alta Bioequities, L.P. ("Alta Bioequities") received 31,466 of these shares. Alta Bioequities Management, LLC is the general partner of Alta Bioequities, L.P. The Reporting Person is the Managing Director of Alta Bioequities Management, LLC and may be deemed to have voting and investment power over the shares owned by Alta Bioequities, L.P.
(2)  These securities are owned directly by APVIII. The general partner of APVIII is Alta Partners Management VIII, LLC ("APMVIII"). Mr. Janney is a managing director of APMVIII, and he disclaims beneficial ownership of the shares held by APVIII, except to the extent of his pecuniary interest therein.
(3)  Gift of 31,466 shares of Common Stock held by Alta Bioequities as described in footnote (1).
(4)  These shares were held by Alta Bioequities. Alta Bioequities Management, LLC is the general partner of Alta Bioequities. The Reporting Person is the Managing Director of Alta Bioequities Management, LLC and may be deemed to have voting and investment power over the shares owned by Alta Bioequities.
(5)  These shares were held by the Daniel Janney and Noelle Montgomery Family Trust DTD May 26, 1998 (the "Trust"). The Reporting Person is a Trustee of the Trust. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
(6)  Immediately exercisable.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
JANNEY DANIEL
ONE EMBARCADERO CENTER, SUITE 3700
SAN FRANCISCO, CA 94111
X



Signatures
/s/ Daniel S. Janney 1/22/2018
** Signature of Reporting Person Date


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