[SCHEDULE 13G] Esperion Therapeutics, Inc. SEC Filing
Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13G
Rhea-AI Filing Summary
Two Seas Capital LP, Two Seas Capital GP LLC and Sina Toussi report beneficial ownership of 9,954,975 shares of Esperion Therapeutics common stock, representing 5.0% of the class based on 198,199,462 shares outstanding. The shares are held by Two Seas Global (Master) Fund LP, for which Two Seas Capital acts as investment adviser and has sole voting and dispositive power; TSC GP and Mr. Toussi are identified through their general partner and managing member roles.
The filing states the position is held in the ordinary course of business and not to change or influence control of the issuer. The disclosure quantifies position size and control over voting and disposition rights without indicating an intent to seek corporate control.
Positive
Beneficial ownership of 9,954,975 shares (~5.0% of outstanding common stock)
Reporting Persons have sole voting and sole dispositive power over the shares
Filing states holdings are in the ordinary course of business and not to change or influence control
Ownership held through an investment vehicle (Two Seas Global (Master) Fund LP) with clear adviser structure
Negative
None.
Insights
TL;DR: A 5.0% stake (9.95M shares) is disclosed with sole voting and dispositive power; this is a notable but non-controlling institutional position.
The filing shows Two Seas-affiliated entities and Sina Toussi collectively beneficially own 9,954,975 shares, calculated against 198,199,462 shares outstanding. The disclosure clarifies sole voting and dispositive authority over the position and includes a certification that the holdings are in the ordinary course of business, not intended to effect control. For investors, this documents a sizeable passive stake by an investment adviser rather than an overt control attempt.
TL;DR: Reporting persons hold sole voting/dispositive power over a 5% block but certify no intent to change issuer control.
The schedule identifies ownership through Two Seas Global (Master) Fund LP with Two Seas Capital as investment adviser, TSC GP as general partner, and Sina Toussi in managerial roles, each shown with sole voting and dispositive power for 9,954,975 shares. The certification in Item 10 explicitly states the shares were not acquired to influence control, which limits immediate governance implications, though any future change in intent would require updated disclosures.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Esperion Therapeutics, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
29664W105
(CUSIP Number)
06/30/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
29664W105
1
Names of Reporting Persons
Two Seas Capital LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
9,954,975.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
9,954,975.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,954,975.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
29664W105
1
Names of Reporting Persons
Two Seas Capital GP LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
9,954,975.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
9,954,975.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,954,975.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5 %
12
Type of Reporting Person (See Instructions)
OO, HC
SCHEDULE 13G
CUSIP No.
29664W105
1
Names of Reporting Persons
Sina Toussi
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
9,954,975.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
9,954,975.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,954,975.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5 %
12
Type of Reporting Person (See Instructions)
IN, HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Esperion Therapeutics, Inc.
(b)
Address of issuer's principal executive offices:
3891 Ranchero Drive, Suite 150, Ann Arbor, Michigan, 48108
Item 2.
(a)
Name of person filing:
The Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons")
(i) Two Seas Capital LP ("TSC");
(ii) Two Seas Capital GP LLC ("TSC GP"); and
(iii) Sina Toussi.
This statement relates to the Common Stock, par value $0.001 per share (the "Common Stock"), held by Two Seas Global (Master) Fund LP (the "Global Fund"). The principal business of TSC is providing investment advice as a registered investment adviser and serving as investment manager to the Global Fund. As such, TSC has been granted investment discretion over portfolio investments, including the Common Stock, held by or for the account of the Global Fund, including the Global Fund's voting and discretionary decisions. TSC GP serves as general partner of TSC. Sina Toussi serves as the chief investment officer of TSC and managing member of TSC GP.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is 32 Elm Place - 3rd Floor, Rye, New York 10580.
(c)
Citizenship:
(i) Two Seas Capital LP is a Delaware limited partnership;
(ii) Two Seas Capital GP LLC is a Delaware limited liability company; and
(iii) Sina Toussi is a United States citizen.
(d)
Title of class of securities:
Common Stock, par value $0.001 per share
(e)
CUSIP No.:
29664W105
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Amount beneficially owned as of June 30, 2025:
TSC - 9,954,975 shares of Common Stock
TSC GP - 9,954,975 shares of Common Stock
Sina Toussi - 9,954,975 shares of Common Stock
(b)
Percent of class:
Percent of class as of June 30, 2025:
TSC - 5.0
TSC GP - 5.0%
Sina Toussi - 5.0%
The shares of Common Stock reported for Item 4 total 9,954,975 shares of Common Stock held by the Global Fund. TSC may be deemed to have sole power to vote and sole power to dispose of the Common Stock held by the Global Fund, through its capacity as investment adviser of the Global Fund. TSC GP may be deemed to have sole power to vote and sole power to dispose of the Common Stock held by the Global Fund, through its capacity as general partner of TSC. Sina Toussi may be deemed to have sole power to vote and sole power to dispose of the Common Stock owned by the Global Fund, through his capacity as Managing Member of TSC GP.
The percentages reported for Item 4(b) are calculated based on a total of 198,199,462 shares of Common Stock outstanding on May 1, 2025, as disclosed in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on May 8, 2025.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
As of June 30, 2025, the Reporting Persons had sole power to vote or to direct the vote of 9,954,975 shares of Common Stock.
(ii) Shared power to vote or to direct the vote:
As of June 30, 2025, the Reporting Persons had shared power to vote or to direct the vote of 0 shares of Common Stock.
(iii) Sole power to dispose or to direct the disposition of:
As of June 30, 2025, the Reporting Persons had sole power to dispose or to direct the disposition of 9,954,975 shares of Common Stock.
(iv) Shared power to dispose or to direct the disposition of:
As of June 30, 2025, the Reporting Persons had shared power to dispose or to direct the disposition of 0 shares of Common Stock.
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See disclosure in Item 4, which is incorporated by reference herein.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See disclosure in Item 2, which is incorporated by reference herein.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Two Seas Capital LP
Signature:
/s/ Sina Toussi
Name/Title:
Sina Toussi / Managing Member of Two Seas Capital GP LLC, its General Partner
An email has been sent to your address with instructions for changing your password.
There is no user registered with this email.
You have made too many password recovery requests. Please try again tomorrow.
Sign Up
To create a free account, please fill out the form below.
Thank you for signing up!
A confirmation email has been sent to your email address. Please check your email and follow the instructions in the message to complete the registration process. If you do not receive the email, please check your spam folder or contact us for assistance.
Welcome to our platform!
Oops!
Something went wrong while trying to create your new account. Please try again and if the problem persist, to receive support.
