Page 10 of 16 – SEC Filing
This Amendment No. 2 (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 Nivalis Therapeutics, Inc. (the “Issuer”),
as amended by Amendment No. 1 thereto, filed on September 20, 2016 (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 principal purpose of
this Amendment is to report the Funds’ entry into a support agreement with the Issuer, as described below.
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:
On April 18, 2017, the Issuer announced
that it entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated as of
April 18, 2017, with Nautilus Merger Sub, Inc. (“Merger Sub”) and Alpine Immune Sciences, Inc. (“Alpine”),
which provides, among other things, for the merger of Merger Sub with and into Alpine (the “Merger”). As a condition
to Alpine’s willingness to enter into the Merger Agreement, on April 17, 2017, each of the Funds entered into a Support Agreement
with Alpine and certain other stockholders of the Issuer signatory thereto. The Support Agreement provides that each Fund will
vote all of the shares of Common Stock held by such Fund together with any shares of Common Stock acquired by such Fund after the
date of the Support Agreement (the “Subject Shares”) (or cause the record holder of the Subject Shares to vote)
in favor of the approval of the Merger Agreement, the transactions contemplated thereby (including the Merger), certain amendments
to the Issuer’s certificate of incorporation, any proposal to adjourn or postpone a meeting with respect to the Merger to
a later date, and any other proposal included in a proxy statement in connection with, or related to, the Merger for which the
Issuer’s board of directors has recommended that the Issuer’s stockholder vote in favor. The Support Agreement also
provides that each Fund will vote (or cause to be voted) all Subject Shares against any competing acquisition proposal.
The Support Agreement prohibits the Funds
from transferring any Subject Shares or taking any action that would have the effect of preventing the Funds from performing their
obligations under the Support Agreement, in each case, subject to customary exceptions set forth in the Support Agreement. Pursuant
to the Support Agreement, each Fund irrevocably appointed the Company, and any individual designated by the Company, as its proxy
and attorney-in-fact to vote the Subject Shares in accordance with the Support Agreement.
