SEC FORM 4

SEC Form 4

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^*

Lamothe Jeffrey G.

(Last)

(First)

(Middle)

C/O APTEVO THERAPEUTICS INC.

2401 4TH AVENUE, SUITE 1050

(Street)

SEATTLE

98121

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Aptevo Therapeutics Inc. [ APVO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
07/27/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$34.58⁽¹⁾	07/27/2020		D			2,695⁽¹⁾	⁽²⁾	03/10/2021	Common Stock	2,695⁽¹⁾	⁽³⁾	0	D
Stock Option (right to buy)	$35.7⁽¹⁾	07/27/2020		D			1,928⁽¹⁾	⁽⁴⁾	03/09/2022	Common Stock	1,928⁽¹⁾	⁽³⁾	0	D
Stock Option (right to buy)	$41.58⁽¹⁾	07/27/2020		D			3,128⁽¹⁾	⁽⁵⁾	02/28/2026	Common Stock	3,128⁽¹⁾	⁽³⁾	0	D
Stock Option (right to buy)	$27.44⁽¹⁾	07/27/2020		D			2,407⁽¹⁾	⁽⁶⁾	02/24/2027	Common Stock	2,407⁽¹⁾	⁽³⁾	0	D
Stock Option (right to buy)	$30.1⁽¹⁾	07/27/2020		D			2,407⁽¹⁾	⁽⁷⁾	06/01/2027	Common Stock	2,407⁽¹⁾	⁽³⁾	0	D
Stock Option (right to buy)	$43.82⁽¹⁾	07/27/2020		D			4,814⁽¹⁾	⁽⁸⁾	03/09/2028	Common Stock	4,814⁽¹⁾	⁽³⁾	0	D
Stock Option (right to buy)	$21.28⁽¹⁾	07/27/2020		D			4,814⁽¹⁾	⁽⁹⁾	02/28/2029	Common Stock	4,814⁽¹⁾	⁽³⁾	0	D
Stock Option (right to buy)	$8.56	07/27/2020		A		7,380		⁽¹⁰⁾	07/26/2030	Common Stock	7,380	⁽³⁾	7,380	D
Stock Option (right to buy)	$8.56	07/27/2020		A		2,140		⁽¹¹⁾	07/26/2030	Common Stock	2,140	⁽³⁾	2,140	D

Explanation of Responses:

1. Reflects a 1-for-14 reverse stock split of the issuer's common stock effective as of March 26, 2020.

2. This stock option award vested on March 10, 2017. This award was originally part of a grant from Emergent BioSolutions Inc. ("Emergent") dated March 11, 2014, of which two-thirds were vested at the time of conversion to the issuer's equity pool.

3. In connection with the issuer's offer exchange program described in the issuer's tender offer statement on Schedule TO filed by the issuer with the Securities and Exchange Commission on June 29, 2020, as amended, on July 27, 2020 the issuer cancelled certain of the reporting person's options to acquire shares of the issuer's common stock and, in exchange thereof, granted the reporting person new options to acquire shares of the issuer's common stock, in each case, as reported on this Form 4.

4. This stock option award vested in full on March 10, 2018. This award was originally part of a grant from Emergent dated March 11, 2015, of which two-thirds were vested at the time of conversion to the issuer's equity pool.

5. This stock option award vested over three years, and the final one-third vested on March 1, 2019.

6. This stock option award vested over three years, and the final one-third vested on February 24, 2020.

7. This stock option award vested over three years, and the final one-third vested on June 1, 2020.

8. This stock option award provides for vesting in three approximately equal annual installments beginning on March 9, 2019. Prior to July 27, 2020, all but 1,605 shares of the issuer's common stock underlying this stock option had vested.

9. This stock option award provides for vesting in three approximately equal annual installments beginning on February 28, 2020. Prior to July 27, 2020, all but 3,210 shares of the issuer's common stock underlying this stock option had vested.

10. These options vest in full on the one year anniversary of the date of grant.

11. These options will vest in three approximately equal annual installments beginning on the one year anniversary of the date of grant.

	/s/ Carl A. Valenstein, attorney-in-fact	07/29/2020
	** Signature of Reporting Person	Date
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