SecProbe.io

June 3, 2013

Via E -mail
Tim M. Mayleben
President and Chief Executive Officer
Esperion Therapeutics, Inc.
46701 Commerce Center Drive
Plymouth, MI 48170

Re: Esperion  Therapeutics, Inc.
Registration Statement on Form S -1
Filed May 14, 2013
  File No. 333 -188595

Dear Mr. Mayleben :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not bel ieve an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Use of Proceeds, page 41

1. We note your response to prior comment 10. Please include an approximate dollar
amount that you intend to allocate toward the Phase 2b clinical trial and the end of Phase
2 meeting with the FDA, as well as the amount you will use for your other program s and
general corporate purposes.

Critical Accounting Policies and Significant Judgments and Estimates
Stock -Based Compensation & Warrant Liability
Significant Factors, Assumptions and Methodologies Used in Determining Fair Value , page 51

2. We acknowledge your response and disclosure revisions related to our prior comment
number 13.  As a reminder, we continue to include the following follow -up comments
regarding your disclosure and accounting for stock -based compensation:

Tim M. Mayleben
Esperion Therapeutics, Inc.
June 3, 2013
Page 2

  Since you have not dis closed an estimated offering price we are deferring a final
evaluation of stock compensation and other costs recognized until the estimated
offering price is specified .  We may have further comment in this regard when the
amendment containing that informat ion is filed ;

 Please provide a discussion of each significant factor contributing to the difference
between the fair value as of the date of each grant and the  estimated IPO price range.
Please reconcile and explain the differences between the mid -point of your estimated
offering price range and the fair values included in you r analysis; and

 Once the IPO price is disclosed, we will assess your accounting for convertible equity
and debt issuances.

Business
ETC -1002, page 64

3. We note your response to prior comment 14. While we recognize that you are a
development -stage company, you have initiated your product development based on
certain hypotheses, including that ETC -1002’s mechanism of action will inhibit ACL and
that this wi ll in turn reduce LDL -C levels.  To the extent that you are aware of any
controversy associated with this methodology and/or preliminary conclusions concerning
ETC -1002, you should disclose this as appropriate in your registration statement.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its manageme nt are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taki ng any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the  disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Tim M. Mayleben
Esperion Therapeutics, Inc.
June 3, 2013
Page 3

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amend ment prior to the requested effective date of the
registration statement.

You may contact James Peklenk  at (202) 551 -3661  or Gus Rodriguez  at (202) 551 -3752
if you have questions regarding comments on the financial statements and related matters.
Please contact S cot Fole y at (202) 551 -3383, John Krug at (202) 551 -3862  or me at (202) 551 -
3715  with any other questions.

Sincerely,

 /s/ Daniel Greenspan for

Jeffrey P. Riedler
Assistant Director

cc: Mitchell S. Bloom, Esq.
 Arthur R. McGivern, Esq.
Goodwin Procter LLP
Exchange Place
53 State Street
Boston, MA 02109