Page 5 of 10 – SEC Filing
| Item 1. | Security and Issuer |
This Schedule 13D (the “Statement”) relates to the common stock, par value $0.001 per share (the “Shares”), of Alpine Immune Sciences, Inc., a Delaware corporation (the “Issuer”), with its principal offices located at 201 Elliott Avenue West, Suite 230, Seattle, WA 98119. The Shares are listed on the NASDAQ Global Market under the ticker symbol “ALPN”.
| Item 2. | Identity and Background |
(a) This Statement is being filed by OrbiMed Advisors LLC (“Advisors”), a limited liability company organized under the laws of Delaware, OrbiMed Capital GP VI LLC (“GP VI”), a limited liability company organized under the laws of Delaware, and Samuel D. Isaly (“Isaly”), an individual (collectively, the “Reporting Persons”).
(b) – (c) Advisors, a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the sole managing member of GP VI, which is the sole general partner of OrbiMed Private Investments VI, LP (“OPI VI”), which holds Shares, as more particularly described in Item 3 below. Advisors has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.
GP VI has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.
Isaly, a natural person, is the managing member of Advisors and owns a controlling interest in Advisors.
The directors and executive officers of Advisors and GP VI are set forth on Schedules I and II, attached hereto. Schedules I and II set forth the following information with respect to each such person:
(i) name;
(ii) business address;
(iii) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and
(iv) citizenship.
(d) – (e) During the last five years, neither the Reporting Persons nor any person named in Schedule I or II have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Isaly is a citizen of the United States.
| Item 3. | Source and Amount of Funds or Other Consideration |
Prior to the Merger (as defined below), OPI VI had purchased from a company then known as Alpine Immune Sciences, Inc. (“Old Alpine”), in a series of private transactions, 5,338,078 shares of Series A-1 Preferred Stock (“Series A-1 Stock”) and 1,300,112 shares of common stock (the “Old Alpine Common Stock”) for an aggregate purchase price of $23,225,808. On July 24, 2017, Nivalis Therapeutics, Inc. (“Nivalis”) completed its business combination with Old Alpine in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated as of April 18, 2017, by and among the Nivalis, Nautilus Merger Sub, Inc. (“Merger Sub”), and Old Alpine (the “Merger Agreement”), pursuant to which Merger Sub merged with and into Old Alpine, with the Issuer surviving as a wholly owned subsidiary of Nivalis (the “Merger”). On July 24, 2017, in connection with, and prior to the completion of, the Merger, Nivalis effected a 1:4 reverse stock split of its Shares (the “Reverse Stock Split”), and on July 24, 2017, immediately after completion of the Merger, Nivalis changed its name to “Alpine Immune Sciences, Inc.” Under the terms of the Merger Agreement, Nivalis issued Shares to Old Alpine’s stockholders, at an exchange rate of 0.4969 Shares, after taking into account the Reverse Stock Split, for each share of Old Alpine Common Stock and Series A-1 Stock outstanding immediately prior to the Merger.
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