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 or Section 30(h) of the Investment Company Act of 1940 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ALPINE IMMUNE SCIENCES, INC. [ ALPN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/17/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Common Stock | 09/17/2021 | D | 1,200,000 | D | (1) | 1,371,450 | D(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Warrant (Right to Buy) | $0.001 | 09/17/2021 | A | 1,200,000 | (3)(4) | (3)(4) | Common Stock | 1,200,000 | $0.00 | 1,200,000 | D(2) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Frazier Life Sciences VIII, L.P. entered into an Exchange Agreement with the Issuer pursuant to which, Frazier Life Sciences VIII, L.P. exchanged, on a 1:1 basis, 1,200,000 shares of the Issuer's Common Stock for a prefunded warrant to purchase 1,200,000 shares of the Issuer's Common Stock at an exercise price of $0.001 per share (the "Pre-Funded Warrant"). |
2. The reportable securities are held directly by Frazier Life Sciences VIII, L.P. ("FLS LP"). FHM Life Sciences VIII, L.P. ("FHM LP") is the general partner of FLS LP. FHM Life Sciences VIII, L.L.C. ("FHM LLC") is the general partner of FHM LP. James N. Topper and Patrick J. Heron are the sole managing members of FHM LLC. Mr. Topper, Mr. Heron, FHM LP and FHM LLC disclaims beneficial ownership of the securities held by FLS LP except, to the extent of his or its pecuniary interest therein, if any. |
3. The Pre-Funded Warrant has no expiration date and is exercisable immediately. Notwithstanding the foregoing, the Reporting Person shall not be entitled to exercise the Pre-Funded Warrant if it would cause (i) the aggregate number of shares of Common Stock beneficially owned by the Reporting Person, its affiliates and any persons who are members of a Section 13(d) group with the Reporting Person or its affiliates to exceed 9.99% (the "Maximum Percentage") of the total number of issued and outstanding shares of Common Stock of the Issuer following such exercise, or (ii) the combined voting power of the securities of the Issuer beneficially owned by the Reporting Person and its affiliates and any other persons who are members of a Section 13(d) group with the Reporting Person or its affiliates to exceed the Maximum Percentage of the combined voting power of all of the securities of the Issuer then outstanding following such exercise. |
4. The Maximum Percentage can be changed by the holder upon 61 days notice to the Issuer. |
Remarks: |
Frazier Life Sciences VIII, L.P. By: FHM Life Sciences VIII, L.P., its general partner, By FHM Life Sciences VIII, L.L.C., its general partner, By: /s/ Steve Bailey, Chief Financial Officer | 09/21/2021 | |
FHM Life Sciences VIII, L.L.C. By: /s/ Steve Bailey | 09/21/2021 | |
/s/ Steve Bailey, Attorney-in-Fact for Patrick J. Heron | 09/21/2021 | |
/s/ Steve Bailey, Attorney-in-Fact for James N. Topper | 09/21/2021 | |
FHM Life Sciences VIII, L.P. By: FHM Life Sciences VIII, L.L.C., its general partner, By: /s/ Steve Bailey, Chief Financial Officer | 09/21/2021 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |