~~UNITED STATES~~ SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, DCD.C. 20549

~~FORM~~ Form 8-K

CURRENT REPORT ~~PURSUANT TO~~ ~~SECTION~~Pursuant to Section 13 ORor 15(d) OFof ~~THE~~the ~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934

~~Date of report: October~~November 3011, 2009 (Date of Report) (Date of ~~earliest~~Earliest ~~event~~Event ~~reported~~Reported)

Peplin, Inc.

(Exact Name of Registrant as Specified in ~~Its~~ Charter)

Delaware (State or Other Jurisdiction of Incorporation) 000-53410 (Commission File No.) 26-0641830 (IRS Employer Identification No.)

000-53410		26-0641830
(Commission File Number)		(IRS Employer Identification No.)
6475 Christie Avenue, Suite 300
Emeryville, California		94608
(Address of Principal Executive Offices)		(Zip Code)

6475 Christie Avenue, Suite 300, Emeryville, California, 94608
(Address of Principal Executive Offices, including Zip Code)

(510) 653-9700
(Registrant’s Telephone Number, Including Area Code)

None
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 23.0203. ~~Results~~Material ofModification ~~Operations~~to ~~and~~Rights ~~Financial~~of ~~Condition~~Security Holders.

On As ~~October~~previously announced, on September 302, 2009, Peplin, Inc. (“Peplin”), ~~filed~~LEO Pharma A/S (“LEO”) and Plant Acquisition Sub, Inc., a wholly owned subsidiary of LEO (“Acquisition Sub”), entered into an ~~Appendix 4C~~Agreement and Plan of Merger (the “~~Appendix~~Merger Agreement”) ~~with~~pursuant ~~the~~to which Acquisition Sub will be ~~Australian~~merged ~~Securities~~with ~~Exchange~~and into Peplin, ~~reporting~~with ~~its~~Peplin ~~consolidated~~surviving ~~statement~~the ofmerger ~~cash~~as ~~flows~~a ~~for~~wholly ~~the~~owned ~~fiscal~~subsidiary of LEO ~~quarter~~(the ~~ended~~“Merger”). ~~September~~On November 309, 2009., Athe ~~copy~~closing of the ~~Appendix~~transactions iscontemplated ~~furnished~~by ~~herewith~~the asMerger Agreement ~~Exhibit 99.1~~occurred in accordance with the terms of the Merger Agreement and the Merger became iseffective ~~incorporated~~at by6:30 ~~referenced~~p.m. ~~herein~~Eastern Standard Time on November 11, 2009 (the “Effective Time”).

~~The~~ At ~~information~~the ~~furnished~~Effective inTime, ~~this~~pursuant ~~Item 2.02~~to ~~shall~~the ~~not~~terms beof ~~deemed~~the ~~“filed”~~Merger ~~for~~Agreement, ~~purposes~~each ofissued ~~Section 18~~and outstanding share of ~~the~~Peplin’s ~~Securities~~common ~~Exchange~~stock ~~Act~~(other ofthan ~~1934~~shares held by LEO, asAcquisition ~~amended~~Sub, or ~~otherwise~~any subsidiary ~~subject~~of toLEO ~~the~~or ~~liabilities~~Peplin) ofwas ~~that section,~~converted ~~nor~~into ~~shall~~the ~~such~~right ~~information~~to bereceive ~~deemed~~an ~~incorporated~~amount ~~by reference~~ in ~~any~~cash ~~filing~~equal ~~under~~to US$16.99 (the ~~Securities~~ ~~Act~~“Per ofShare ~~1933~~Merger Consideration”), aswithout ~~amended~~interest, ~~except~~in asaccordance ~~shall~~with bethe ~~expressly~~terms ~~set~~and conditions ~~forth~~of bythe ~~specific~~Merger ~~reference in such filing~~Agreement.

Item 5.01. Changes in Control of Registrant.

At the Effective Time a change of control of Peplin occurred. Pursuant to the terms of the Merger Agreement, each outstanding share of Peplin common stock was converted into the right to receive the Per Share Merger Consideration and each outstanding and unexercised option and warrant was cancelled. All outstanding and unexercised options and warrants became fully vested and exercisable immediately prior to the Effective Time. Those options and warrants with a per share exercise price or purchase price, as applicable, that is less than the Per Share Merger Consideration were automatically cancelled and converted into the right to receive an amount in cash equal to the difference between (a) the Per Share Merger Consideration multiplied by the number of shares of Peplin common stock underlying the option or warrant and (b) the aggregate exercise or purchase price, as applicable, of the option or warrant.

The foregoing description of the Merger and the Merger Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.

Item 5.02. Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers.

Pursuant to the Merger Agreement, upon the Effective Time, the directors of Acquisition Sub immediately prior to the Effective Time became the directors of Peplin and the officers of Acquisition Sub became the officers of Peplin, in each case, until their respective successors are duly elected or appointed and qualified, or until the earlier of their death, resignation or removal.

Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the Merger Agreement, upon the Effective Time, Peplin’s (i) certificate of incorporation was amended and restated in its entirety to be substantially similar to the certificate of incorporation of Acquisition Sub and (ii) bylaws were amended and restated in their entirety to be substantially similar to the bylaws of Acquisition Sub, each as in effect immediately prior to the Effective Time of the Merger. The certificate of incorporation and bylaws of Peplin are filed herewith as Exhibit 3.1 and Exhibit 3.2, respectively, and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Number		Description
2.1		Agreement and Plan of Merger, dated as of September 2, 2009, by and among Peplin, Inc., LEO Pharma A/S and Plant Acquisition Sub, Inc. (incorporated by reference to Exhibit 2.1 of Current Report on Form 8-K filed September 2, 2009).
99.1		Appendix 4C filed by Peplin, Inc. with the Australian Securities Exchange, dated as of September 30, 2009.
3.1		Certificate of Incorporation of Peplin, Inc.
3.2		Bylaws of Peplin, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly ~~caused~~ caused this report to be signed on its behalf by the undersigned ~~thereunto~~hereunto duly authorized.

Peplin, Inc. By: /s/ David J.B. Smith David J.B. Smith Chief Financial Officer


	PEPLIN, INC.
Date: November 12, 2009	By:	/s/ GEORGE MAHAFFEY
		Name:	George Mahaffey
		Title:	Chief Executive Officer

~~Date:~~INDEX ~~October 30,~~TO ~~2009~~EXHIBITS

EXHIBIT INDEX


Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of September 2, 2009, by and among Peplin, Inc., LEO Pharma A/S and Plant Acquisition Sub, Inc. (incorporated by reference to Exhibit 2.1 of Current Report on Form 8-K filed September 2, 2009).

3.1		Certificate of Incorporation of Peplin, Inc.

3.2		Bylaws of Peplin, Inc.

Number		Description
99.1		Appendix 4C filed by Peplin, Inc. with the Australian Securities Exchange, dated as of September 30, 2009.

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