13D Filing: OrbiMed Advisors and Alpine Immune Sciences Inc. (ALPN)

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(c) Except as disclosed in Item 3, the Reporting Persons have not effected any transactions in the Shares during the past sixty (60) days.
(d) Not applicable.
(e) Not applicable.
Item 6.
Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer
In addition to the relationships between the Reporting Persons described in Items 2, 3 and 5 above, GP VI is the sole general partner of OPI VI, pursuant to the terms of the limited partnership agreement of OPI VI.  Advisors is the sole managing member of GP VI, pursuant to the terms of the limited liability company agreement of GP VI.  Pursuant to these agreements and relationships, Advisors and GP VI have discretionary investment management authority with respect to the assets of OPI VI.  Such authority includes the power of GP VI to vote and otherwise dispose of securities purchased by OPI VI.  The number of Shares attributable to OPI VI is 3,298,516.  Advisors and GP VI may each be considered to hold indirectly 3,298,516 Shares.  Isaly, pursuant to his authority as the managing member of, and owner of a controlling interest in, Advisors, also has shared discretionary power to direct the vote and the disposition of the securities of the Issuer held by OPI V.
Peter Thompson (“Thompson”), a Private Equity Partner of Advisors, has been a member of the Board of Directors of the Issuer since June 2016 and, accordingly, the Reporting Persons may have the ability to affect and influence control of the Issuer.  From time to time, Thompson may receive stock options or other awards of equity‑based compensation pursuant to the Issuer’s compensation arrangements for non‑employee directors.  Thompson is obligated to transfer any securities issued under any such stock options or other awards, or the economic benefit thereof, to the Reporting Persons, which will in turn ensure that such securities or economic benefits are provided to OPI VI.
Lock‑up Agreement
In connection with the Merger, certain of Nivalis’ stockholders and Alpine’s stockholders, including OPI VI, entered into an agreement (the “Lock‑Up Agreement”), pursuant to which such parties have agreed not to, except in limited circumstances, sell or transfer, or engage in swap or similar transactions with respect to, shares of Nivalis’ common stock, including, as applicable, shares received in the Merger and issuable upon exercise of certain warrants and options, from the closing of the Merger until 180 days from the closing date of the Merger.
The foregoing description of the Lock‑Up Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Lock‑Up Agreement, a copy of which is included in this Statement as Exhibit 2 and incorporated herein by reference.
Item 7.
Materials to Be Filed as Exhibits
Exhibit
Description
1.
Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed Capital GP VI LLC and Samuel D. Isaly.
2.
Form of Lock-Up Agreement.

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