0001626199-24-000098.txt : 20240520
0001626199-24-000098.hdr.sgml : 20240520
20240520201151
ACCESSION NUMBER: 0001626199-24-000098
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240520
FILED AS OF DATE: 20240520
DATE AS OF CHANGE: 20240520
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: CONWAY ROBERT E
CENTRAL INDEX KEY: 0001184334
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37449
FILM NUMBER: 24966588
MAIL ADDRESS:
STREET 1: C/O ARCA BIOPHARMA, INC
STREET 2: 8001 ARISTA PLACE, STE 430
CITY: BROOMFIELD
STATE: CO
ZIP: 80021
FORMER NAME:
FORMER CONFORMED NAME: CONWAY ROBERT
DATE OF NAME CHANGE: 20020829
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: ALPINE IMMUNE SCIENCES, INC.
CENTRAL INDEX KEY: 0001626199
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
ORGANIZATION NAME: 03 Life Sciences
IRS NUMBER: 208969493
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 188 EAST BLAINE ST., SUITE 200
CITY: SEATTLE
STATE: WA
ZIP: 98102
BUSINESS PHONE: 206-788-4545
MAIL ADDRESS:
STREET 1: 188 EAST BLAINE ST., SUITE 200
CITY: SEATTLE
STATE: WA
ZIP: 98102
FORMER COMPANY:
FORMER CONFORMED NAME: Nivalis Therapeutics, Inc.
DATE OF NAME CHANGE: 20150211
FORMER COMPANY:
FORMER CONFORMED NAME: N30 Pharmaceuticals, Inc.
DATE OF NAME CHANGE: 20141121
4
1
wk-form4_1716250302.xml
FORM 4
X0508
4
2024-05-20
1
0001626199
ALPINE IMMUNE SCIENCES, INC.
ALPN
0001184334
CONWAY ROBERT E
C/O ALPINE IMMUNE SCIENCES, INC.
188 EAST BLAINE STREET, SUITE 200
SEATTLE
WA
98102
1
0
0
0
0
Common Stock
2024-05-20
4
D
0
50000
D
0
I
By Robert E. Conway Rev Trust and Carolyn J. Conway Rev Trust
Stock Option (Right to buy)
69.96
2024-05-20
4
D
0
2868
D
2025-07-16
Common Stock
2868
0
D
Stock Option (Right to buy)
31.08
2024-05-20
4
D
0
3075
D
2026-09-12
Common Stock
3075
0
D
Stock Option (Right to buy)
61.12
2024-05-20
4
D
0
1912
D
2025-09-11
Common Stock
1912
0
D
Stock Option (Right to buy)
11.31
2024-05-20
4
D
0
7650
D
2028-01-01
Common Stock
7650
0
D
Stock Option (Right to buy)
4.09
2024-05-20
4
D
0
7650
D
2029-01-01
Common Stock
7650
0
D
Stock Option (Right to buy)
3.6233
2024-05-20
4
D
0
7650
D
2030-01-01
Common Stock
7650
0
D
Stock Option (Right to buy)
13.45
2024-05-20
4
D
0
7650
D
2031-01-03
Common Stock
7650
0
D
Stock Option (Right to buy)
13.89
2024-05-20
4
D
0
10000
D
2032-01-02
Common Stock
10000
0
D
Stock Option (Right to buy)
7.43
2024-05-20
4
D
0
10000
D
2033-01-02
Common Stock
10000
0
D
Stock Option (Right to buy)
19
2024-05-20
4
D
0
17500
D
2034-01-01
Common Stock
17500
0
D
This Form 4 reports securities disposed of pursuant to the Agreement and Plan of Merger (the Merger Agreement), dated April 10, 2024, among Alpine Immune Sciences, Inc., a Delaware corporation (the Company), Vertex Pharmaceuticals Incorporated, a Massachusetts corporation (Parent), and Adams Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Parent (Merger Sub). Pursuant to the Merger Agreement, Merger Sub completed a tender offer for shares of the Companys Common Stock, par value $0.001 per share (Company Common Stock), effective May 18, 2024 (the Offer Closing), and thereafter merged with and into the Company (the Merger, and together with the Offer Closing, the Transactions), effective May 20, 2024 (the Effective Time), with the Company surviving the Merger as a wholly owned subsidiary of Parent.
(Continued from Footnote 1) In connection with the consummation of the Transactions, each share of the Company Common Stock was either (x) purchased at the Offer Closing for $65.00 in cash per share (the Offer Price), without interest thereon and subject to any applicable tax withholding or (y) automatically converted in the Merger at the Effective Time into the right to receive the Offer Price in cash, without interest thereon (the Merger Consideration), subject to any applicable tax withholding.
The exercise price is equal to the closing price per share of Common Stock as reported on the Nasdaq Global Market on the date of grant.
The option to purchase shares of Company Common Stock (the Company Option) is fully vested and exercisable.
Pursuant to the Merger Agreement, as of immediately prior to the Effective Time, each option to purchase shares of Company Common Stock (a Company Option) that was then outstanding but not then vested or exercisable became immediately vested and exercisable in full. At the Effective Time, each Company Option that was then outstanding was automatically cancelled and, if such Company Option had a per share exercise price less than the Merger Consideration, the holder thereof became entitled to receive a cash payment, without interest thereon and subject to any applicable tax withholding, equal to the product obtained by multiplying (i) the total number of shares of Company Common Stock underlying such Company Option by (ii) the excess of the Merger Consideration over the exercise price per share such Company Option.
(Continued from Footnote 5) Any Company Option that had an exercise price per share that was equal to or exceeded the Merger Consideration was cancelled without any cash payment or other consideration being made in respect thereof.
1/12th of the shares subject to the option become vested and exercisable on February 2, 2024 and 1/12 of the shares subject to the option shall vest monthly thereafter.
/s/ James Paul Rickey, attorney-in-fact
2024-05-20