SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* THOMAS FRANK E (Last) (First) (Middle) 3621 SOUTH STATE STREET 695 KMS PLACE (Street) ANN ARBOR MI 48108 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ESPERION THERAPEUTICS INC/MI [ ESPR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) VP, Finance & CFO
	3. Date of Earliest Transaction (Month/Day/Year) 02/10/2004
	4. If Amendment, Date of 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

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

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 Securities Underlying Derivative Security (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: 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
Stock Option (right to buy)	( 1 )	02/10/2004		D			102,201	( 1 )	( 2 )	Common Stock	102,201	( 1 )	0	D

Explanation of Responses:

1. These options, with exercise prices ranging from $4.57 - $9.94, and which provided for vesting in 16 equal quarterly installments at the end of each 3-month period from the date of grant, were canceled pursuant to the Agreement and Plan of Merger dated 12/19/03, as amended on 1/16/04, by and among Esperion, Enzo Aquisition Corp. and Pfizer Inc. Vested options were canceled in exchange for a cash payment representing the difference between the exercise prices of the options and the market value of the underlying common stock on the effective date of the merger ($35). With respect to the cash payment attributable to the unvested options, the Reporting Person will receive 50% of such cash payment immediately following the merger, and the remainder of such cash payment will be paid with interest on the 3rd anniversary of the effective date of the merger, provided that the Reporting Person continues to be an employee of Esperion, Pfizer or any of their affiliates.

2. The expiration dates of these options range from February 27, 2009 to February 6, 2013.

Remarks:

	Christine K. Ballman, by power of attorney	02/12/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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