Page 10 of 15 – SEC Filing
This Amendment No. 3 (this “Amendment”)
to Schedule 13D amends the Schedule 13D filed on June 26, 2015 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 and 2 thereto, filed on September 20, 2016
and April 25, 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.” The purpose of this Amendment is to report changes in
the number and percentage of shares of the Issuer’s common stock beneficially owned by the Reporting Persons as a result
of the business combination and 1-for-4 reverse stock split effected by the Issuer on July 24, 2017.
Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to them in the Scheduled 13D.
| Item 4. | Purpose of Transaction. |
Item 4 of the Schedule 13D is hereby
amended by adding the following:
As previously disclosed by the Issuer,
on July 24, 2017, the Issuer consummated the Merger contemplated by the Merger Agreement. In connection with, and prior to the
completion of, the Merger, the Company effected a 1-for-4 reverse stock split of the Common Stock. As a result of such reverse
stock split, the number of shares of Common Stock beneficially owned by the Reporting Persons was reduced and, as a result of the
issuance of additional shares of Common Stock in connection with the Merger, the percentage of the Issuer’s outstanding Common
Stock beneficially owned by the Reporting Persons was also reduced.
Item 5. Interest in Securities of the Issuer.
Items 5(a), (b) and (c) of the Schedule
13D are hereby amended and restated as follows:
| (1) | Deerfield Mgmt | ||
| Number of shares: | 933,100 (comprised of shares held by Deerfield Special Situations Fund, Deerfield Private Design, Deerfield Private Design International, Deerfield Private Design II and Deerfield Private Design International II) | ||
| Percentage of shares: 6.72% | |||
