Sarissa Capital Management and Aegerion Pharmaceuticals, Inc. (AEGR) Amend Nomination Agreement

CUSIP No.  00767E102

Page 2 of  3  Pages

This statement constitutes Amendment No. 5 (this “Amendment No. 5”) to the Schedule 13D relating to the Common Stock, par value $0.001, 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, 3 and 4 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:

On March 21, 2016, certain of the Reporting Persons and the Issuer entered into an amendment (the “Amendment”) to the nomination agreement, dated as of March 29, 2015, by and among such Reporting Persons and the Issuer (the “Nomination Agreement”), pursuant to which the standstill provisions in the Nomination Agreement were terminated on March 21, 2016 and the Reporting Persons agreed not to submit a director nomination notice or business proposal under the Issuer’s bylaws with respect to the Issuer’s 2016 annual meeting of stockholders.  The Nomination Agreement remains otherwise in effect.

A copy of the Amendment is filed herewith as an exhibit and incorporated herein by reference, and any description herein of the Amendment is qualified in its entirety by reference to the Amendment filed herewith.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Initial Schedule 13D is hereby amended by adding the following:

See Item 4 of this Amendment No. 5.

Item 7. Material to Be Filed as Exhibits.