You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Deerfield Private Design Fund | 0 | 100,515 | 0 | 100,515 | 100,515 | 0.72% |
| Deerfield Special Situations Fund | 0 | 281,184 | 0 | 281,184 | 281,184 | 2.03% |
| Deerfield Private Design International | 0 | 161,788 | 0 | 161,788 | 161,788 | 1.17% |
| Deerfield Private Design Fund II | 0 | 181,560 | 0 | 181,560 | 181,560 | 1.31% |
| Deerfield Private Design International II | 0 | 208,053 | 0 | 208,053 | 208,053 | 1.50% |
| Deerfield Mgmt | 0 | 933,100 | 0 | 933,100 | 933,100 | 6.72% |
| Deerfield Management Company | 0 | 936,175 | 0 | 936,175 | 936,175 | 6.74% |
| James E. Flynn | 0 | 936,175 | 0 | 936,175 | 936,175 | 6.74% |
Page 1 of 13 – SEC Filing
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
[Rule 13d-101]
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §
21.16d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13D-2(a)
(Amendment No. 4)*
Alpine
Immune Sciences, Inc.
(Name
of Issuer)
Common
Stock, par value $0.001 per share
(Title
of Class of Securities)
02083G100
(CUSIP
Number)
| David Clark Deerfield 780 Third New York, (212) 551-1600 With a copy to: Jonathan Mark D. Katten 575 Madison New York, (212) 940-8800 |
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August
21, 2017
(Date
of Event which Requires Filing of this Statement)
If the filing person
has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
Note: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7
for other parties to whom copies are to be sent.
(Continued on following
pages)
(Page 1 of 13 Pages)
* The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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Page 2 of 13 – SEC Filing
SCHEDULE 13D
| CUSIP No. 02083G100 | Page 2 of 13 Pages |
| 1 | NAME OF REPORTING PERSONS Deerfield Private Design Fund, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☒ | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT | ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
| 8 | SHARED VOTING POWER 100,515 | ||
| 9 | SOLE DISPOSITIVE POWER 0 | ||
| 10 | SHARED DISPOSITIVE POWER 100,515 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100,515 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN | ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.72% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
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Page 3 of 13 – SEC Filing
SCHEDULE 13D
| CUSIP No. 02083G100 | Page 3 of 13 Pages |
| 1 | NAME OF REPORTING PERSONS Deerfield Special | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☒ | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT | ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
| 8 | SHARED VOTING POWER 281,184 | ||
| 9 | SOLE DISPOSITIVE POWER 0 | ||
| 10 | SHARED DISPOSITIVE POWER 281,184 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 281,184 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN | ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.03% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
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Page 4 of 13 – SEC Filing
SCHEDULE 13D
| CUSIP No. 02083G100 | Page 4 of 13 Pages |
| 1 | NAME OF REPORTING PERSONS Deerfield Private Design International, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☒ | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT | ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
| 8 | SHARED VOTING POWER 161,788 | ||
| 9 | SOLE DISPOSITIVE POWER 0 | ||
| 10 | SHARED DISPOSITIVE POWER 161,788 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 161,788 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN | ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.17% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
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Page 5 of 13 – SEC Filing
SCHEDULE 13D
| CUSIP No. 02083G100 | Page 5 of 13 Pages |
| 1 | NAME OF REPORTING PERSONS Deerfield Private Design Fund II, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☒ | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT | ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
| 8 | SHARED VOTING POWER 181,560 | ||
| 9 | SOLE DISPOSITIVE POWER 0 | ||
| 10 | SHARED DISPOSITIVE POWER 181,560 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 181,560 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN | ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.31% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
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Page 6 of 13 – SEC Filing
SCHEDULE 13D
| CUSIP No. 02083G100 | Page 6 of 13 Pages |
| 1 | NAME OF REPORTING PERSONS Deerfield Private Design International II, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☒ | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT | ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
| 8 | SHARED VOTING POWER 208,053 | ||
| 9 | SOLE DISPOSITIVE POWER 0 | ||
| 10 | SHARED DISPOSITIVE POWER 208,053 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 208,053 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN | ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.50% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
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Page 7 of 13 – SEC Filing
SCHEDULE 13D
| CUSIP No. 02083G100 | Page 7 of 13 Pages |
| 1 | NAME OF REPORTING PERSONS Deerfield Mgmt, | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☒ | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT | ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
| 8 | SHARED VOTING POWER 933,100 (1) | ||
| 9 | SOLE DISPOSITIVE POWER 0 | ||
| 10 | SHARED DISPOSITIVE POWER 933,100 (1) | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 933,100 (1) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN | ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.72% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
(1) Comprised of 281,184 shares held by Deerfield Special Situations
Fund, L.P., 100,515 shares held by Deerfield Private Design Fund, L.P., 161,788 shares held by Deerfield Private Design International,
L.P., 181,560 shares held by Deerfield Private Design Fund II, L.P., and 208,053 shares held by Deerfield Private Design International
II, L.P.
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Page 8 of 13 – SEC Filing
SCHEDULE 13D
| CUSIP No. 02083G100 | Page 8 of 13 Pages |
| 1 | NAME OF REPORTING PERSONS Deerfield Management Company, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☒ | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT | ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
| 8 | SHARED VOTING POWER 936,175 (2) | ||
| 9 | SOLE DISPOSITIVE POWER 0 | ||
| 10 | SHARED DISPOSITIVE POWER 936,175 (2) | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 936,175 (2) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN | ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.74% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
(2) Comprised of 281,184 shares held by Deerfield Special Situations
Fund, L.P., 100,515 shares held by Deerfield Private Design Fund, L.P., 161,788 shares held by Deerfield Private Design International,
L.P., 181,560 shares held by Deerfield Private Design Fund II, L.P., 208,053 shares held by Deerfield Private Design International
II, L.P. and 3,075 shares of Common Stock underlying an option held by Howard P. Furst, a partner in Deerfield Management Company,
L.P. and a director of the Issuer.
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Page 9 of 13 – SEC Filing
SCHEDULE 13D
| CUSIP No. 02083G100 | Page 9 of 13 Pages |
| 1 | NAME OF REPORTING PERSONS James E. Flynn | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☒ | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT | ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States of America | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
| 8 | SHARED VOTING POWER 936,175 (3) | ||
| 9 | SOLE DISPOSITIVE POWER 0 | ||
| 10 | SHARED DISPOSITIVE POWER 936,175 (3) | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 936,175 (3) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN | ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.74% | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
(3) Comprised of 281,184 shares held by Deerfield Special Situations
Fund, L.P., 100,515 shares held by Deerfield Private Design, L.P., 161,788 shares held by Deerfield Private Design International,
L.P., 181,560 shares held by Deerfield Private Design Fund II, L.P., 208,053 shares held by Deerfield Private Design International
II, L.P. and 3,075 shares of Common Stock underlying an option held by Howard P. Furst, a partner in Deerfield Management Company,
L.P. and a director of the Issuer.
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Page 10 of 13 – SEC Filing
Page 10 of 13
This Amendment No. 4 (this “Amendment”)
to Schedule 13D amends the Schedule 13D filed on July 28, 2017 by (i) Deerfield Mgmt, L.P. (“Deerfield Mgmt”),
(ii) Deerfield Special Situations Fund, L.P. (“Deerfield Special Situations Fund”), (iii) Deerfield Management
Company, L.P. (“Deerfield Management”), (iv) Deerfield Private Design Fund, L.P. (“Deerfield Private
Design”), (v) Deerfield Private Design International, L.P. (“Deerfield Private Design International”),
(vi) Deerfield Private Design Fund II, L.P. (“Deerfield Private Design II”), (vii) Deerfield Private Design
International II, L.P. (“Deerfield Private Design International II”) and (viii) James E. Flynn, a natural person
(“Flynn” and collectively with Deerfield Mgmt, Deerfield Special Situations Fund, Deerfield Management, Deerfield
Private Design, Deerfield Private Design International, Deerfield Private Design II and Deerfield Private Design International
II, the “Reporting Persons”), with respect to the securities of Alpine Immune Sciences, Inc. (formerly, Nivalis
Therapeutics, Inc.) (the “Issuer”), as amended by Amendment Nos. 1, 2 and 3 thereto, filed on September 20,
2016, April 25, 2017 and July 28, 2017, respectively (as amended, the “Schedule 13D”). Deerfield Special Situations
Fund, Deerfield Private Design, Deerfield Private Design International, Deerfield Private Design II and Deerfield Private Design
International II are collectively referred to herein as the “Funds.”
Capitalized terms used
but not otherwise defined herein shall have the meanings ascribed to them in the Scheduled 13D.
Item
2. Identity and Background.
Item 2(e) of the Schedule 13D is hereby
amended by adding the following:
On August 21, 2017, Deerfield Management
voluntarily agreed to settle an SEC administrative proceeding relating to alleged violations of Section 204A of the Investment
Advisers Act of 1940 (the “Advisers Act”), without admitting or denying the SEC’s allegations, pursuant to an
order under Section 203(e) and 203(k) of the Advisers Act (the “Order”). The Order resolved the SEC’s allegations
that Deerfield Management, from 2012 through 2014, violated Section 204A of the Advisers Act by failing to establish, maintain,
and enforce policies and procedures reasonably designed to prevent the misuse of material, nonpublic information, particularly
taking into consideration the nature of Deerfield Management’s business. The Order alleged that, as part of Deerfield
Management’s research in the healthcare sector, Deerfield Management engaged third party consultants and research firms,
including firms that specialized in providing “political intelligence” regarding upcoming regulatory and legislative
decisions, that Deerfield Management employees based certain trading recommendations on such information, and that hedge funds
advised by Deerfield Management then made those trades. The Order required Deerfield Management to cease and desist from
committing or causing any violations and any future violations of Section 204A of the Advisers Act, censured Deerfield Management
and provided that Deerfield Management will pay disgorgement and interest of $811,695 and a civil money penalty of $3,946,267.
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Page 11 of 13 – SEC Filing
Page 11 of 13
Item 7. Material to be Filed as Exhibits
Item 7 of the Schedule 13D is hereby
amended by adding the following:
| Exhibit 99.2 | Power of Attorney (incorporated by reference to Exhibit 24 to the Form 3 with regard to Proteon Therapeutics, Inc. filed with the Securities and Exchange Commission on August 4, 2017 by Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P., Deerfield International Master Fund, L.P., Deerfield Private Design Fund III, L.P., Deerfield Private Design Fund IV, L.P., Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P., Deerfield Management Company, L.P., and James E. Flynn). |
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Page 12 of 13 – SEC Filing
Page 12 of 13
SIGNATURE
After reasonable inquiry
and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: August 22, 2017
| DEERFIELD MGMT, L.P. By: J.E. Flynn Capital, LLC, General Partner By: /s/ Jonathan Name: Jonathan Title: Attorney-in-Fact DEERFIELD SPECIAL SITUATIONS FUND, L.P. By: Deerfield Mgmt, By: J.E. Flynn Capital, LLC, General Partner By: /s/ Jonathan Name: Jonathan Title: Attorney-in-Fact DEERFIELD PRIVATE DESIGN FUND, L.P. By: Deerfield Mgmt, By: J.E. Flynn Capital, LLC, General Partner By: /s/ Jonathan Name: Jonathan Title: Attorney-in-Fact DEERFIELD PRIVATE DESIGN INTERNATIONAL, L.P. By: Deerfield Mgmt, By: J.E. Flynn Capital, LLC, General Partner By: /s/ Jonathan Name: Jonathan Title: Attorney-in-Fact | |
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Page 13 of 13 – SEC Filing
Page 13 of 13
| DEERFIELD PRIVATE DESIGN FUND II, L.P. By: Deerfield Mgmt, By: J.E. Flynn Capital, LLC, General Partner By: /s/ Jonathan Name: Jonathan Title: Attorney-in-Fact DEERFIELD PRIVATE DESIGN INTERNATIONAL II, L.P. By: Deerfield Mgmt, By: J.E. Flynn Capital, LLC, General Partner By: /s/ Jonathan Name: Jonathan Title: Attorney-in-Fact DEERFIELD MANAGEMENT COMPANY, L.P. By: Flynn Management LLC, General Partner By: /s/ Jonathan Name: Jonathan Title: Attorney-in-Fact JAMES E. FLYNN /s/ Jonathan Isler Jonathan Isler, Attorney-in-Fact | |
