Esperion Therapeutics, Inc.
|
(Name of Issuer)
|
Common Stock, $0.001 par value
|
(Title of Class of Securities)
|
29664W105
|
(CUSIP Number)
|
December 31, 2018
|
(Date of Event Which Requires Filing of this Statement)
|
✓ |
Rule 13d-1(b)
|
☐ |
Rule 13d-1(c)
|
☐ |
Rule 13d-1(d)
|
* |
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 the disclosures provided in a prior cover page.
|
1
|
NAME OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Pentwater Capital Management LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware USA
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
2,670,700
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
2,670,700
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,670,700
|
|
|
|||
|
|
||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
(1) 9.96%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON*
|
|
|
||
IA
|
|
|
|||
|
|
(1) |
The percentage reported is based on 26,811,002 shares of Common Stock, par value $0.001 per share outstanding.
|
Item 1(a). |
Name of Issuer:
|
Item 1(b). |
Address of Issuer's Principal Executive Offices:
|
Item 2(a). |
Name of Person Filing:
|
Item 2(b). |
Address of Principal Business Office, or if None, Residence:
|
Item 2(c). |
Citizenship:
|
Item 2(d). |
Title of Class of Securities:
|
Item 2(e). |
CUSIP Number: 29664W105
|
Item 3. |
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
|
(a) |
☐ | Broker or dealer registered under Section 15 of the Exchange Act. |
(b) |
☐ | Bank as defined in Section 3(a)(6) of the Exchange Act. |
(c) |
☐ | Insurance company as defined in Section 3(a)(19) of the Exchange Act. |
(d) |
☐ | Investment company registered under Section 8 of the Investment Company Act. |
(e) |
✓ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
(f) |
☐ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
(g) |
☐ | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
(h) |
☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; |
(i) |
☐ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; |
(j) |
☐ | Group, in accordance with |
Item 4. |
Ownership.
|
(a) |
Amount beneficially owned: 2,670,700
|
(b) |
Percent of class: 9.96%
|
(c) |
Number of shares as to which such person has:
|
(i) |
Sole power to vote or to direct the vote
|
(ii) |
Shared power to vote or to direct the vote
|
(iii) |
Sole power to dispose or to direct the disposition of
|
(iv) |
Shared power to dispose or to direct the disposition of
|
Item 5. |
Ownership of Five Percent or Less of a Class.
|
Item 6. |
Ownership of More Than Five Percent on Behalf of Another Person.
|
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
Item 8. |
Identification and Classification of Members of the Group.
|
Item 9. |
Notice of Dissolution of Group.
|
Item 10. |
Certifications.
|
February 14, 2019
|
|
(Date)
|
|
/s/ Neal Nenadovic | |
(Signature)
|
|
Neal Nenadovic/Chief Financial Officer
|
|
(Name/Title)
|