0000899243-17-019064.txt : 20170726 0000899243-17-019064.hdr.sgml : 20170726 20170726171028 ACCESSION NUMBER: 0000899243-17-019064 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170724 FILED AS OF DATE: 20170726 DATE AS OF CHANGE: 20170726 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Venkatesan Jay CENTRAL INDEX KEY: 0001413350 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37449 FILM NUMBER: 17983672 MAIL ADDRESS: STREET 1: C/O AYER CAPITAL MANAGEMENT, LP STREET 2: 230 CALIFORNIA ST, SUITE 600 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ALPINE IMMUNE SCIENCES, INC. CENTRAL INDEX KEY: 0001626199 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 208969493 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 201 ELLIOTT AVE. WEST, SUITE 230 CITY: SEATTLE STATE: WA ZIP: 98119 BUSINESS PHONE: 206-788-4545 MAIL ADDRESS: STREET 1: 201 ELLIOTT AVE. WEST, SUITE 230 CITY: SEATTLE STATE: WA ZIP: 98119 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 doc4.xml FORM 4 SUBMISSION X0306 4 2017-07-24 0 0001626199 ALPINE IMMUNE SCIENCES, INC. ALPN 0001413350 Venkatesan Jay C/O ALPINE IMMUNE SCIENCES, INC. 201 ELLIOTT AVENUE WEST, SUITE 230 SEATTLE WA 98119 1 1 1 0 President Common Stock 2017-07-24 4 J 0 18633 A 18633 I By Raj Venkatesan as UTMA custodian for Reid Coleman Venkatesan Common Stock 2017-07-24 4 J 0 18633 A 18633 I By Raj Venkatesan as UTMA custodian for Nathaniel Graham Venkatesan Common Stock 2017-07-24 4 A 0 21739 A 21739 D Common Stock 2017-07-24 4 J 0 3803906 A 3803906 I Alpine Immunosciences, L.P. Employee Stock Option (right to buy) 0.45 2017-07-24 4 A 0 90063 0.00 A 2025-12-15 Common Stock 90063 90063 D Pursuant to that certain Agreement and Plan of Merger and Reorganization (the "Merger Agreement"), dated as of April 18, 2017, by and among the Issuer, Nautilus Merger Sub, Inc. and the corporation then known as Alpine Immune Sciences, Inc. ("Old Alpine"), each share of Old Alpine common stock was converted into 0.4969 shares of the Issuer's common stock (the "Exchange Ratio"). These shares are held by Raj Venkatesan as custodian for Reporting Person's sons under California Uniform Transfers to Minors Act. Alpine BioVentures GP, LLC is the general partner of Alpine Immunosciences, L.P. Dr. Venkatesan is a Managing Partner of Alpine BioVentures GP, LLC. Dr. Venkatesan is also a limited partner of Alpine Immunosciences, L.P. By virtue of such relationships, Dr. Venkatesan may be deemed to have voting and investment power with respect to the shares held by Alpine Immunosciences, L.P. and as a result may be deemed to have beneficial ownership of such shares. The Reporting Person disclaims beneficial ownership of the shares of common stock reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each option to purchase shares of Old Alpine outstanding and unexercised was assumed by the Issuer pursuant to the Merger Agreement and converted into an option, subject to vesting, to purchase shares of common stock of the Issuer, with the number of shares of the Issuer's common stock underlying such option and the exercise price for such option adjusted to reflect the Exchange Ratio. The Reporting Person was initially granted an option to acquire 300,000 shares, 75,000 shares of which vested on May 25, 2016, and the remaining shares vested or vest in 36 substantially equal monthly installments starting on September 1, 2016, subject to the Reporting person's continued service with the Issuer and certain change of control provisions. Ex. 24.1 - Power of Attorney (incorporated by reference to the Power of Attorney filed as Exhibit 24.1 to the Form 3 filed by the Reporting Person on July 26, 2017) /s/ Paul Rickey, attorney-in-fact 2017-07-26