SEC Form 4 · accession 0001193805-15-001046
ALPINE IMMUNE SCIENCES, INC. · ALPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
DEERFIELD MANAGEMENT CO
10% Owner · Other
Deerfield Mgmt L.P.
10% Owner · Other
James E Flynn
10% Owner · Other
Deerfield Special Situations Fund, L.P.
10% Owner · Other
DEERFIELD PRIVATE DESIGN FUND L P
10% Owner · Other
Deerfield Private Design International, L.P.
10% Owner · Other
Deerfield Private Design International II, L.P.
10% Owner · Other
Deerfield Private Design Fund II, L.P.
10% Owner · Other
Period of report
Jun 23, 2015
Accepted (ET)
Jun 25, 2015 · 3:14 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 StockF1,F2,F3 | Jun 23, 2015 | C | 696,993 | — | A | 886,348 | I | Through Deerfield Special Situations Fund, L.P. |
| Common StockF1,F2,F3 | Jun 23, 2015 | C | 301,027 | — | A | 383,237 | I | Through Deerfield Private Design Fund, L.P. |
| Common StockF1,F2,F3 | Jun 23, 2015 | C | 484,944 | — | A | 617,397 | I | Through Deerfield Private Design International, L.P. |
| Common StockF1,F2,F3 | Jun 23, 2015 | C | 375,592 | — | A | 375,592 | I | Through Deerfield Private Design Fund II, L.P. |
| Common StockF1,F2,F3 | Jun 23, 2015 | C | 430,399 | — | A | 430,399 | I | Through Deerfield Private Design International II, L.P. |
| Common StockF1,F2,F3 | Jun 23, 2015 | C | 133,597 | — | A | 1,019,945 | I | Through Deerfield Special Situations Fund, L.P. |
| Common StockF1,F2,F3 | Jun 23, 2015 | C | 18,825 | — | A | 402,062 | I | Through Deerfield Private Design Fund, L.P. |
| Common StockF1,F2,F3 | Jun 23, 2015 | C | 29,755 | — | A | 647,152 | I | Through Deerfield Private Design International, L.P. |
| Common StockF1,F2,F3 | Jun 23, 2015 | C | 282,984 | — | A | 658,576 | I | Through Deerfield Private Design Fund II, L.P. |
| Common StockF1,F2,F3 | Jun 23, 2015 | C | 324,278 | — | A | 754,677 | I | Through Deerfield Private Design International II, L.P. |
| Common StockF2,F3 | Jun 23, 2015 | P | 104,795 | $14.00 | A | 1,124,740 | I | Through Deerfield Special Situations Fund, L.P. |
| Common StockF2,F3 | Jun 23, 2015 | P | 67,666 | $14.00 | A | 726,242 | I | Through Deerfield Private Design Fund II, L.P. |
| Common StockF2,F3 | Jun 23, 2015 | P | 77,539 | $14.00 | A | 832,216 | I | Through Deerfield Private Design International II, L.P. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series 1 Preferred StockF1,F2,F3 | — | Jun 23, 2015 | C | 2,013,613 | D | — | — | Common Stock | 696,993 | 0 | I |
| Series 1 Preferred StockF1,F2,F3 | — | Jun 23, 2015 | C | 869,667 | D | — | — | Common Stock | 301,027 | 0 | I |
| Series 1 Preferred StockF1,F2,F3 | — | Jun 23, 2015 | C | 1,401,003 | D | — | — | Common Stock | 484,944 | 0 | I |
| Series 1 Preferred StockF1,F2,F3 | — | Jun 23, 2015 | C | 1,085,085 | D | — | — | Common Stock | 375,592 | 0 | I |
| Series 1 Preferred StockF1,F2,F3 | — | Jun 23, 2015 | C | 1,243,423 | D | — | — | Common Stock | 430,399 | 0 | I |
| Series 2 Preferred StockF1,F2,F3 | — | Jun 23, 2015 | C | 385,962 | D | — | — | Common Stock | 133,597 | 0 | I |
| Series 2 Preferred StockF1,F2,F3 | — | Jun 23, 2015 | C | 54,385 | D | — | — | Common Stock | 18,825 | 0 | I |
| Series 2 Preferred StockF1,F2,F3 | — | Jun 23, 2015 | C | 85,962 | D | — | — | Common Stock | 29,755 | 0 | I |
| Series 2 Preferred StockF1,F2,F3 | — | Jun 23, 2015 | C | 817,541 | D | — | — | Common Stock | 282,984 | 0 | I |
| Series 2 Preferred StockF1,F2,F3 | — | Jun 23, 2015 | C | 936,839 | D | — | — | Common Stock | 324,278 | 0 | I |
Explanation of responses
- F1The Series 1 Preferred Stock and Series 2 Preferred Stock (the "Preferred Stock") were convertible at any time into the Issuer's Common Stock, on the basis of 1 share of Common Stock per 2.889 shares of Preferred Stock, and had no expiration date. The Preferred Stock converted into shares of the Issuer's Common Stock prior to the closing of the Issuer's initial public offering of Common Stock. The amounts in column 5 of Table I are presented as if conversion of Series 1 Preferred Stock occurred immediately prior to conversion of Series 2 Preferred Stock.
- F2This Form 4 is being filed by the following (the "Reporting Persons"): Deerfield Special Situations Fund, L.P., Deerfield Private Design Fund, L.P., Deerfield Private Design International, L.P., Deerfield Private Design Fund II, L.P., Deerfield Private Design International II, L.P. (collectively, the "Funds"), Deerfield Mgmt, L.P., Deerfield Management Company, L.P. and James E. Flynn.
- F3Deerfield Mgmt, L.P. is the general partner, and Deerfield Management Company, L.P. is the investment manager, of the Funds. In accordance with Instruction 4 (b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.
Remarks
Jonathan Isler, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 to a Form 3 with regard to Avalanche Biotechnologies, Inc. filed with the Securities and Exchange Commission on July 30, 2014 by Deerfield Mgmt L.P., Deerfield Mgmt III, L.P., Deerfield Management Company, L.P., Deerfield Special Situations Fund, L.P., Deerfield Special Situations International Master Fund, L.P., Deerfield Private Design Fund III, L.P. and James E. Flynn.