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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(Print or Type Responses)
1. Name and Address of Reporting Person *
SCHOEMAKER KATHLEEN K
   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)
C/O DOMAIN ASSOCIATES, LLC, ONE PALMER SQUARE		 3. Date of Earliest Transaction (Month/Day/Year)
07/01/2013
(Street)

PRINCETON, NJ 08542		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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)
Code V Amount (A) or (D) Price
Common Stock 07/01/2013   C   1,786,012 A (1) 1,786,012 I By Domain Partners VII, L.P. (4)
Common Stock 07/01/2013   P   280,923 A $ 14 2,066,935 I By Domain Partners VII, L.P. (4)
Common Stock 07/01/2013   C   30,462 A (1) 30,462 I By DP VII Associates, L.P. (4)
Common Stock 07/01/2013   P   4,791 A $ 14 35,253 I By DP VII Associates, L.P. (4)

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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (1) 07/01/2013   C     1,786,012   (1)   (1) Common Stock 1,786,012 $ 0 0 I By Domain Partners VII, L.P. (4)
Warrant to Purchase Series A Preferred Stock $ 1 07/01/2013   J(2)     489,320   (2)   (2) Series A Preferred Stock 489,320 $ 0 0 I By Domain Partners VII, L.P. (4)
Warrant to Purchase Common Stock $ 6.99 07/01/2013   J(2)   70,042     (3) 02/12/2018 Common Stock 70,042 $ 0 70,042 I By Domain Partners VII, L.P. (4)
Series A Preferred Stock (1) 07/01/2013   C     30,462   (1)   (1) Common Stock 30,462 $ 0 0 I By DP VII Associates, L.P. (4)
Warrant to Purchase Series A Preferred Stock $ 1 07/01/2013   J(2)     8,346   (2)   (2) Series A Preferred Stock 8,346 $ 0 0 I By DP VII Associates, L.P. (4)
Warrant to Purchase Common Stock $ 6.99 07/01/2013   J(2)   1,193     (3) 02/12/2018 Common Stock 1,193 $ 0 1,193 I By DP VII Associates, L.P. (4)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SCHOEMAKER KATHLEEN K
C/O DOMAIN ASSOCIATES, LLC
ONE PALMER SQUARE
PRINCETON, NJ 08542		     X    

Signatures

 /s/Kathleen K. Schoemaker   07/02/2013
**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) All outstanding shares of Series A Preferred Stock were automatically converted into Common Stock upon the closing of the Issuer's initial public offering (the "IPO"), for no additional consideration.
(2) Upon the closing of the IPO the Warrants to purchase Series A Preferred Stock automatically converted on a 6.986-for-1 basis into Warrants to purchase Common Stock, and the exercise price automatically adjusted to $6.99 per share, pursuant to the terms of such Warrants. This transaction is reported on Form 4 solely for the purpose of reflecting such changes.
(3) The Warrant is immediately exercisable.
(4) The Reporting Person also indirectly beneficially owns 21,471 shares of Common Stock held by Domain Associates, LLC. The Reporting Person is a Managing Member of (i) One Palmer Square Associates VII, LLC, which is the sole general partner of Domain Partners VII, L.P. and DP VII Associates, L.P. and (ii) Domain Associates, LLC. Pursuant to Instruction (4)(b)(iv) of Form 4, the Reporting Person has elected to report as indirectly beneficially owned the entire number of securities beneficially owned by each such entity. The Reporting Person disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein and/or that are not actually distributed to him or her.

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