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.
