SEC Form 4 · accession 0000899243-17-019069

ALPINE IMMUNE SCIENCES, INC. · ALPN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Mitchell Gold

Officer — Executive Chairman and CEO · Director · 10% Owner

Period of report

Jul 24, 2017

Accepted (ET)

Jul 26, 2017 · 5:13 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001626199

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2,F4	Jul 24, 2017	J	24,845	—	A	24,845	I	By The Mitch & Dawn Gold Irrevocable Trust fbo Aidan J. Gold
Common Stock^F1,F2,F4	Jul 24, 2017	J	24,845	—	A	24,845	I	By The Mitch & Dawn Gold Irrevocable Trust fbo Noah M. Gold
Common Stock^F1,F2,F4	Jul 24, 2017	J	24,845	—	A	24,845	I	By The Mitch & Dawn Gold Irrevocable Trust fbo Simon P. Gold
Common Stock^F1	Jul 24, 2017	A	23,292	—	A	23,292	D
Common Stock^F1,F3,F4	Jul 24, 2017	J	3,803,906	—	A	3,803,906	I	Alpine Immunosciences, L.P.

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Option (right to buy)^F1,F5,F6	$0.45	Jul 24, 2017	A	51,242	A	—	Dec 15, 2025	Common Stock	51,242	51,242	D
Employee Stock Option (right to buy)^F1,F5,F7	$0.65	Jul 24, 2017	A	300,624	A	—	Mar 13, 2027	Common Stock	300,624	300,624	D
Employee Stock Option (right to buy)^F1,F5,F7	$5.02	Jul 24, 2017	A	208,916	A	—	Apr 11, 2027	Common Stock	208,916	208,916	D

Explanation of responses

F1Pursuant 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").
F2Bradley Hurwitz serves as the trustee for these trusts.
F3Alpine BioVentures GP, LLC is the general partner of Alpine Immunosciences, L.P. Dr. Gold is a Managing Partner of Alpine BioVentures GP, LLC. Dr. Gold is also a limited partner of Alpine Immunosciences, L.P. By virtue of such relationships, Dr. Gold 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.
F4The 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.
F5Each 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.
F6The Reporting Person was initially granted an option to acquire 300,000 shares, 150,000 shares of which vested on May 16, 2016, and the remaining shares vested or vest in 32 substantially equal monthly installments thereafter, subject to the Reporting Person's continued service with the Issuer and certain change of control provisions.
F7This option vests 25% on January 20, 2018, and the remaining 75% vests in 36 substantially equal monthly installments thereafter, subject to the Reporting Person's continued service with the Issuer and certain change of control provisions.

Remarks

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)