Edgar Filing: Esperion Therapeutics, Inc.

Ownership Submission

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

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Longitude Capital Partners, LLC

2. Issuer Name and Ticker or Trading Symbol
Esperion Therapeutics, Inc. [ESPR]

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

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

800 EL CAMINO REAL, SUITE 220,

3. Date of Earliest Transaction (Month/Day/Year)
11/17/2014

(Street)

MENLO PARK, CA 94025

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/17/2014		S		200,591	D	$ 32.0115 ⁽¹⁾	1,683,178	I	By LVP ⁽¹¹⁾
Common Stock	11/17/2014		S		136,148	D	$ 32.9339 ⁽²⁾	1,547,030	I	By LVP ⁽¹¹⁾
Common Stock	11/17/2014		S		135,816	D	$ 33.7897 ⁽³⁾	1,411,214	I	By LVP ⁽¹¹⁾
Common Stock	11/17/2014		S		4,021	D	$ 32.0115 ⁽⁴⁾	33,736	I	By LCA ⁽¹¹⁾
Common Stock	11/17/2014		S		2,728	D	$ 32.9339 ⁽⁵⁾	31,008	I	By LCA ⁽¹¹⁾
Common Stock	11/17/2014		S		2,722	D	$ 33.7896 ⁽⁶⁾	28,286	I	By LCA ⁽¹⁾
Common Stock	11/18/2014		S		4,592	D	$ 31.5644 ⁽⁷⁾	1,406,622	I	By LVP ⁽¹¹⁾
Common Stock	11/18/2014		S		412	D	$ 32.1377 ⁽⁸⁾	1,406,210	I	By LVP ⁽¹¹⁾
Common Stock	11/18/2014		S		92	D	$ 31.5666 ⁽⁹⁾	28,194	I	By LCA ⁽¹¹⁾
Common Stock	11/18/2014		S		8	D	$ 32.1313 ⁽¹⁰⁾	28,186	I	By LCA ⁽¹¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Longitude Capital Partners, LLC 800 EL CAMINO REAL, SUITE 220 MENLO PARK, CA 94025		X
Longitude Capital Associates, L.P. C/O LONGITUDE CAPITAL PARTNERS, LLC 800 EL CAMINO REAL, SUITE 220 MENLO PARK, CA 94025		X
Longitude Venture Partners L.P. C/O LONGITUDE CAPITAL PARTNERS, LLC 800 EL CAMINO REAL, SUITE 220 MENLO PARK, CA 94025		X
Tammenoms Bakker Juliet C/O LONGITUDE CAPITAL PARTNERS, LLC 800 EL CAMINO REAL, SUITE 220 MENLO PARK, CA 94025		X

Signatures

/s/ Juliet Tammenoms Bakker		11/19/2014
^**Signature of Reporting Person		Date
/s/ Patrick G. Enright, as managing member of Longitude Capital Partners, LLC		11/19/2014
^**Signature of Reporting Person		Date
/s/ Patrick G. Enright, as managing member of Longitude Capital Partners, LLC, as general partner of Longitude Venture Partners, L.P.		11/19/2014
^**Signature of Reporting Person		Date
/s/ Patrick G. Enright, as managing member of Longitude Capital Partners, LLC, as general partner of Longitude Capital Associates, L.P.		11/19/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Reflects sales of Common Stock of the Issuer executed in multiple transactions at prices ranging from $31.52 to $32.51. The price reported reflects the weighted average sale price. Each Reporting Person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the sales were effected.
(2)	Reflects sales of Common Stock of the Issuer executed in multiple transactions at prices ranging from $32.52 to $33.5150. The price reported reflects the weighted average sale price. Each Reporting Person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the sales were effected.
(3)	Reflects sales of Common Stock of the Issuer executed in multiple transactions at prices ranging from $33.52 to $34.42. The price reported reflects the weighted average sale price. Each Reporting Person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the sales were effected.
(4)	Reflects sales of Common Stock of the Issuer executed in multiple transactions at prices ranging from $31.52 to $32.51. The price reported reflects the weighted average sale price. Each Reporting Person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the sales were effected.
(5)	Reflects sales of Common Stock of the Issuer executed in multiple transactions at prices ranging from $32.52 to $33.5150. The price reported reflects the weighted average sale price. Each Reporting Person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the sales were effected.
(6)	Reflects sales of Common Stock of the Issuer executed in multiple transactions at prices ranging from $33.52 to $34.42. The price reported reflects the weighted average sale price. Each Reporting Person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the sales were effected.
(7)	Reflects sales of Common Stock of the Issuer executed in multiple transactions at prices ranging from $31.08 to $32.01. The price reported reflects the weighted average sale price. Each Reporting Person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the sales were effected.
(8)	Reflects sales of Common Stock of the Issuer executed in multiple transactions at prices ranging from $32.09 to $32.26. The price reported reflects the weighted average sale price. Each Reporting Person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the sales were effected.
(9)	Reflects sales of Common Stock of the Issuer executed in multiple transactions at prices ranging from $31.08 to $32.01. The price reported reflects the weighted average sale price. Each Reporting Person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the sales were effected.
(10)	Reflects sales of Common Stock of the Issuer executed in multiple transactions at prices ranging from $32.09 to $32.26. The price reported reflects the weighted average sale price. Each Reporting Person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the sales were effected.
(11)	This report is filed jointly by Longitude Capital Partners, LLC ("LCP"), Longitude Venture Partners, L.P. ("LVP"), Longitude Capital Associates, L.P. ("LCA") and Juliet Tammenoms Bakker ("Bakker"), all of whom share beneficial ownership of more than 10% of the capital stock of the Issuer. LCP, as the general partner of each of LVP and LCA, has the power to vote and dispose of securities held by each of them. Patrick G. Enright, who serves on the Board of Directors of the Issuer and files separate Section 16 reports relating to the Issuer, and Bakker are each managing members of LCP and, as such, may be deemed to beneficially own the shares held by LVP and LCA. Each of LCP and Bakker disclaims beneficial ownership of the securities of the Issuer held by LVP and LCA except to the extent of their respective pecuniary interest therein.
Remarks: All of the sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.

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