SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.__)

Check the appropriate box:

☐Preliminary Proxy Statement

☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒Definitive Proxy Statement

☐Definitive Additional Materials

☐Soliciting Material Pursuant to § 240.14a-12

Aptevo Therapeutics Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box)

☒No fee required.

Form, Schedule or Registration Statement No.:

PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION

Filing Party:

Date Filed:

APTEVO THERAPEUTICS INC.

2401 4th Ave.Avenue, Suite 1050

Seattle, Washington 98121

NOTICE OF ANNUALSPECIAL MEETING OF STOCKHOLDERS

To Be Held On June 1, 2018March 11, 2020

Dear Aptevo Stockholder:Stockholders:

You are cordially invited to attend the Annuala Special Meeting of Stockholders of Aptevo Therapeutics Inc., a Delaware corporation (the “Company”“Company”). The meeting will be held on Friday, June 1, 2018Wednesday, March 11, 2020 at 9:00 a.m. PDT, local time, at World Trade Centerthe Company’s office at 2401 4th Avenue, Suite 1050, Seattle, located at 2200 Alaskan Way, Seattle, WA 98121Washington 98121.

We are holding the meeting for the following purposes:

1. To elect two nominees, Daniel J. Abdun-Nabi and Grady Grant III, to the Board of Directors to hold office until the 2021 Annual Meeting of Stockholders.

2. To approve the 2018 Stock Incentive Plan.

3. To ratify the selection by the Audit Committee of the Board of Directors of Ernst & Young LLPpurposes, as the independent registered public accounting firm of the Company for the year ending December 31, 2018.

4. To conduct any other business properly brought before the meeting.

These items of business are more fully described in the Proxy Statement accompanying proxy statement:

1. To approve an amendment to our Amended and Restated Certificate of Incorporation to effect a reverse stock split of our common stock at a ratio in the range of1-for-2 to1-for-20, with such ratio to be determined in the discretion of our board of directors and with such reverse stock split to be effected at such time and date, if at all, as determined by our board of directors in its sole discretion (Proposal 1).

2. To authorize an adjournment of the meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal 1.

3. To transact any other business relating to the purpose or purposes stated in this Notice.notice and the accompanying proxy statement that may be properly brought before the meeting or any continuation, adjournment or postponement thereof.

The record date for the Annual Meeting is April 2, 2018.  OnlyAll of our stockholders of record at the closeas of                      business on that date may, 2020 are entitled to attend and vote at the meeting orand at any adjournment or postponement thereof.

By OrderOur board of directors recommends that you vote FOR approval of a reverse split as provided in Proposal 1 and FOR the Boardauthorization to adjourn the meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of DirectorsProposal 1, as provided in Proposal 2.

/s/ Shawnte MitchellImportant Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders of Aptevo Therapeutics Inc. to be Held on March 11, 2020 at 9:00 a.m. local time at the Company’s office at 2401 4th Avenue, Suite 1050, Seattle, Washington 98121.

Secretary, Vice President and General CounselThe proxy statement is available at www.proxyvote.com.

Seattle, WAWashington

April 20, 2018                    , 2020

How are votes counted?

Votes will be counted by the inspector of election appointed for the meeting, who will separately count for the proposal to elect directors, votes “For,” “Withhold” and broker non-votes and with respect to other proposals, votes  “For” and “Against,”“Against” votes, abstentions and if applicable, brokernon-votes.Abstentions will be counted towards the vote total for each of Proposals 2 and 3proposal and will have the same effect as “Against” votes. Brokernon-votesBroker non-votes will also have nothe same effect andas “Against” votes for Proposal 1 but will not be counted towards the vote total for any proposal.Proposal 2.

What are “brokernon-votes”?

As discussed above,Brokernon-votes occur when a beneficial owner of shares held in “street name”street name does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed“non-routine.” Generally, if shares are held in street name (shares are held by your broker as your nominee), the beneficial owner of the shares is entitled to be “non-routine,”give voting instructions to the broker or nominee cannot voteholding the shares. These unvotedIf you do not give instructions to your broker, your broker can vote your shares with respect to matters that are counted as “broker non-votes.considered to be “routine,” but not with respect to“non-routine” matters. Under the rules and interpretations of various national and regional securities exchanges,“non-routine” matters are matters that may substantially affect the rights or privileges of stockholders. We believe Reverse Split Proposal and the Adjournment Proposal are routine matters. However, it is possible that brokers will not have discretionary authority with respect to the Reverse Split Proposal, in which case, if you do not instruct your broker how to vote with respect to the Reverse Stock Split Proposal, your broker may not vote with respect to such proposal.

How many votes are needed to approve each proposal?the Reverse Stock Split?

ForA majority of the election of directors, the two nominees receiving the most “For” votes from the holders of shares present in person or represented by proxy and entitled to voteoutstanding on the election of directors will be elected. Only votes “For” or “Withheld” will affect the outcome.  Broker non-votes will have no effect.

To be approved, Proposal No. 2, approval of the 2018 Stock Incentive Plan,record date must receive “For” votes from the holders of a majority of shares present in person or represented by proxyvote “FOR” approval. Abstentions and entitled to vote on the matterbrokernon-votes.  If you mark your proxy to “Abstain” from voting, it will have the same effect as an “Against” vote.  Broker non-votes will have no effect.“AGAINST” votes.

To be approved, Proposal No. 3, ratificationHow many votes are needed to approve the Adjournment Proposal?

Approval of the selection of Ernst & Young LLP asAdjournment Proposal requires the Company’s independent registered public accounting firm for the year ending December 31, 2018, must receive “For” votes from the holdersaffirmative vote of a majority of the shares of our common stock present in person or represented by proxy at the Special Meeting and entitled to vote on thesuch matter.  If you “Abstain” from voting, it Abstentions will have the same effect as an “Against” vote.“AGAINST” votes. Brokernon-votes will have no effect.  effect on this proposal.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting.Special Meeting. A quorum will be present if stockholders holding at least a majority of the outstanding shares entitled to vote are represented by stockholders present at the meeting in personSpecial Meeting or represented by proxy. On the record date, there were                  22,441,974 shares outstanding and entitled to vote.Thus, the holders of 11,220,988                 shares must be present in person or represented by proxystockholders present at the meetingSpecial Meeting or by proxy to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person at the meeting.Special Meeting. Abstentions and brokernon-votes will be counted towards the quorum requirement. If there is no quorum, the holderschairman of the Special Meeting or a majority of sharesthe votes present at the meeting in person or represented by proxySpecial Meeting may adjourn the meeting to another date.

How can I find out the results of the voting at the AnnualSpecial Meeting?

Preliminary voting results will be announced at the AnnualSpecial Meeting. In addition, finalFinal voting results will be published in a current report on Form8-K that we expect to file withinno later than four business days after the Annualconclusion of the Special Meeting. If final voting results are not available to us in time to file a Form8-K within four on or before the fourth business daysday after the meeting,Special Meeting, we intend to file a Form 8‑K8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form8-K to publish the final results.

When are stockholder proposals due for the next annual meeting?

To be considered for inclusion in Aptevo’s proxy materials for Aptevo’s next annual meeting, your proposal must have been submitted in writing to Aptevo by December 5, 2019. If you wish to submit a proposal that is not to be included in Aptevo’s proxy materials or nominate a director, you must do so not later than February 15, 2020. You are also advised to review our bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations.

PROPOSAL 1

APPROVAL OF REVERSE STOCK SPLIT OF OUR COMMON STOCK

Background

Our Board has unanimously approved a series of alternate amendments to our Amended and Restated Certificate of Incorporation, which would effect a reverse stock split, or Reverse Stock Split, of all issued and outstanding shares of our common stock, at a ratio ranging from1-for-2 to1-for-20, inclusive.

Accordingly, effecting a Reverse Stock Split would reduce the number of outstanding shares of our common stock. The effectiveness of any one of these amendments and the abandonment of the other amendments, or the abandonment of all of these amendments, will be determined by our Board following the Special Meeting and prior to the date of our 2020 Annual Meeting of Stockholders. Our Board has recommended that these proposed amendments be presented to our stockholders for approval.

Our stockholders are being asked to approve these proposed amendments pursuant to Proposal 1, and to grant authorization to our Board to determine, at its option, whether to implement a Reverse Stock Split, including its specific timing and ratio.

Should we receive the required stockholder approvals for Proposal 1, our Board will have the sole authority to elect, at any time on or prior toone-year anniversary of the Special Meeting, or March 11, 2021, and without the need for any further action on the part of our stockholders, whether to effect a Reverse Stock Split and the number of whole shares of our common stock, between and including two and 20, that will be combined into one share of our common stock.

Notwithstanding approval of Proposal 1 by our stockholders, our Board may, at its sole option, abandon the proposed amendments and determine prior to the effectiveness of any filing with the Secretary of State of the State of Delaware not to effect any Reverse Stock Split, as permitted under Section 242(c) of the General Corporation Law of the State of Delaware. If our Board does not implement a Reverse Stock Split on or prior to theone-year anniversary of the Special Meeting, or March 11, 2021, stockholder approval would again be required prior to implementing any Reverse Stock Split.

By approving Proposal 1, our stockholders will: (a) approve a series of alternate amendments to our Amended and Restated Certificate of Incorporation pursuant to which any whole number of outstanding shares of common stock between and including two (2) and twenty (20) could be combined into one share of common stock; and (b) authorize our Board to file only one such amendment, as determined by the Board at its sole option, and to abandon each amendment not selected by the Board. Our Board may also elect not to undertake any Reverse Stock Split and therefore abandon all amendments.

APPROVAL OF REVERSE STOCK SPLIT OF OUR COMMON STOCK (PROPOSAL 1)

Our Board has adopted and is recommending that our stockholders approve a series of alternate amendments to our Amended and Restated Certificate of Incorporation to effect a Reverse Stock Split. The text of the proposed form of Certificate of Amendment to our Amended and Restated Certificate of Incorporation, which we refer to as the Certificate of Amendment, is attached hereto as Appendix A.

We are proposing that our Board have the discretion to select the Reverse Stock Split ratio from within a range between and including1-for-2 and1-for-20, rather than proposing that stockholders approve a specific ratio at this time, in order to give our Board the flexibility to implement a Reverse Stock Split at a ratio that reflects the Board’s then-current assessment of the factors described below under “Criteria to be Used for Determining Whether to Implement the Reverse Stock Split.” If the Board decides to implement a Reverse Stock Split, we will file the Certificate of Amendment with the Secretary of State of the State of Delaware and the Reverse Stock Split will be effective at 5:01 p.m., Eastern time, on the date of filing of a Certificate of Amendment with the office of the Secretary of State of the State of Delaware, or such later date as is chosen by the Board and set forth in the Certificate of Amendment. Except for adjustments that may result from the treatment of fractional shares as described below, each of our stockholders will hold the same percentage of our outstanding common stock immediately following the Reverse Stock Split as such stockholder holds immediately prior to the Reverse Stock Split.

To maintain our listing on The Nasdaq Capital Market. By potentially increasing our stock price, the Reverse Stock Split would reduce the risk that our common stock could be delisted from The Nasdaq Capital Market. To continue our listing on The Nasdaq Capital Market, we must comply with Nasdaq Marketplace Rules, which requirements include a minimum bid price of $1.00 per share. On April 18, 2019, we were notified by the Nasdaq Listing Qualifications Department that we do not comply with the $1.00 minimum bid price requirement as our common stock had traded below the $1.00 minimum bid price for 30 consecutive business days. We were automatically provided with a 180 calendar day period, ending on October 15, 2019, within which to regain compliance. On October 11, 2019, we submitted to the Listing Qualifications Department of Nasdaq an application to transfer the listing of our common stock from The Nasdaq Global Market to The Nasdaq Capital Market. On October 16, 2019, we received notice from Nasdaq that our application to transfer listing of our common stock had been approved. The transfer was effective at the opening of business on October 18, 2019. This, among other things, allowed us to qualify for an additional 180–day period (through April 13, 2020) to regain compliance with the minimum bid price. We qualified for the additional180-day period by meeting, by October 15, 2019, the continued listing requirement for market value of publicly held shares and all other applicable standards for initial listing on The Nasdaq Capital Market, with the exception of the bid price requirement, and provided written notice of our intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary. If we do not regain compliance by April 13, 2020, Nasdaq will notify us that our common stock will be subject to delisting. In that event, we may appeal the decision to a Nasdaq Listing Qualifications Panel (the “Panel”). In the event of an appeal, our common stock would remain listed on The Nasdaq Capital Market pending a written decision by the Panel following a hearing. In the event that the Nasdaq Listing Qualifications Panel determines not to continue our listing and we are delisted from The Nasdaq Capital Market, our common stock may be delisted and trade on the OTC Bulletin Board or other small trading markets, such as the pink sheets.

The Board has considered the potential harm to us and our stockholders should Nasdaq delist our common stock from The Nasdaq Capital Market. Delisting could adversely affect the liquidity of our common stock since alternatives, such as the OTC Bulletin Board and the pink sheets, are generally considered to be less efficient markets. An investor likely would find it less convenient to sell, or to obtain accurate quotations in seeking to buy, our common stock on anover-the-counter market. Many investors likely would not buy or sell our common stock due to difficulty in accessingover-the-counter markets, policies preventing them from trading in securities not listed on a national exchange or for other reasons. In addition, the delisting of our common stock from The Nasdaq Capital Market would constitute an event of default under our Credit and Security Agreement dated August 4, 2016, as amended to date, by and among the Company, certain our subsidiaries as borrowers, MidCap Financial Trust, as agent, and the lenders from time to time party thereto. In addition, the delisting of our common stock from the Nasdaq Capital Market would restrict our ability to sell shares of our common stock under our Equity Distribution Agreement dated November 9, 2017 with Piper Jaffray & Co. and the Purchase Agreement with Lincoln Park Capital Fund, LLC dated December 20, 2018.

The Board believes that the proposed Reverse Stock Split is a potentially effective means for us to maintain compliance with the $1.00 minimum bid requirement and to avoid, or at least mitigate, the likely adverse consequences of our common stock being delisted from The Nasdaq Capital Market by producing the immediate effect of increasing the bid price of our common stock.

To potentially improve the marketability and liquidity of our common stock. Our Board believes that the increased market price of our common stock expected as a result of implementing a Reverse Stock Split could improve the marketability and liquidity of our common stock and encourage interest and trading in our common stock.

Criteria to be Used for Determining Whether to Implement Reverse Stock Split

Aptevo’sIn determining whether to implement the Reverse Stock Split and which Reverse Stock Split ratio to implement, if any, following receipt of stockholder approval of Proposal 1, our Board may consider, among other things, various factors, such as:

Certain Risks and Potential Disadvantages Associated with Reverse Stock Split

We cannot assure you that the proposed Reverse Stock Split will increase our stock priceand have the desired effect of maintaining compliance with Nasdaq Marketplace Rules. We expect that the Reverse Stock Split will increase the market price of our common stock so that we may be able to regain and maintain compliance with the Nasdaq $1.00 minimum bid price requirement. However, the effect of the Reverse Stock Split upon the market price of our common stock cannot be predicted with any certainty, and the history of similar reverse stock splits for companies in like circumstances is dividedvaried, particularly since some investors may view a reverse stock split negatively. It is possible that the per share price of our common stock after the Reverse Stock Split will not rise in proportion to the reduction in the number of shares of our common stock outstanding resulting from the Reverse Stock Split, and the market price per post-Reverse Stock Split share may not exceed or remain in excess of the $1.00 minimum bid price for a sustained period of time, and the Reverse Stock Split may not result in a per share price that would attract brokers and investors who do not trade in lower priced stocks. In addition, although we believe the Reverse Stock Split may enhance the desirability of our common stock to certain potential investors, we cannot assure you that, if implemented, our common stock will be more attractive to institutional and other long-term investors. Even if we implement the Reverse Stock Split, the market price of our common stock may decrease due to factors unrelated to the Reverse Stock Split. In any case, the market price of our common stock may also be based on other factors which may be unrelated to the number of shares outstanding, including our future performance. If the Reverse Stock Split is consummated and the trading price of the common stock declines, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would occur in the absence of the Reverse Stock Split. Even if the market price per post-Reverse Stock Split share of our common stock remains in excess of $1.00 per share, we may be delisted due to a failure to meet other continued listing requirements, including Nasdaq requirements related to the minimum number of shares that must be in the public float, the minimum market value of the public float and the minimum number of “round lot” holders.

The proposed Reverse Stock Split may decrease the liquidity of our common stock and result in higher transaction costs. The liquidity of our common stock may be negatively impacted by a Reverse Stock Split, given the reduced number of shares that would be outstanding after the Reverse Stock Split, particularly if the stock price does not increase as a result of the Reverse Stock Split. In addition, if a Reverse Stock Split is implemented, it will increase the number of our stockholders who own “odd lots” of fewer than 100 shares of common stock. Brokerage commission and other costs of transactions in odd lots are generally higher than the costs of transactions of more than 100 shares of common stock. Accordingly, a Reverse Stock Split may not achieve the desired results of increasing marketability and liquidity of our common stock described above.

Effects of Reverse Stock Split

After the effective date of any Reverse Stock Split that our Board elects to implement, each stockholder will own a reduced number of shares of common stock. However, any Reverse Stock Split will affect all of our stockholders uniformly and will not affect any stockholder’s percentage ownership interests in Aptevo, except to the extent that the Reverse Stock Split results in any of our stockholders owning a fractional share as described below. Voting rights and other rights and preferences of the holders of our common stock will not be affected by a Reverse Stock Split (other than as a result of the payment of cash in lieu of fractional shares). For example, a holder of 2% of the voting power of the outstanding shares of our common stock immediately prior to a Reverse Stock Split would continue to hold 2% (assuming there is no impact as a result of the payment of cash in lieu of issuing fractional shares) of the voting power of the outstanding shares of our common stock immediately after such Reverse Stock Split. The number of stockholders of record will not be affected by a Reverse Stock Split (except to the extent that any stockholder holds only a fractional share interest and receives cash for such interest after such Reverse Stock Split).

The principal effects of a Reverse Stock Split will be that:

Directors Continuing in Office Until the 2020 Annual Meeting

Zsolt Harsanyi, Ph.D.  Mr. Harsanyi has served as a membernumber of shares then reserved for issuance under our Board since August 2016. Mr. Harsanyi has served onequity compensation plans will be reduced proportionately based upon the board of directors of Emergent since August 2004 and as chairman of the board of N-Gene Research Laboratories, Inc., a privately-held biotechnology company, since March 2011. Prior to that, Mr. Harsanyi served as chief executive officer and chairman of the board of directors of Exponential Biotherapies Inc., a private biotechnology company, from December 2004 to February 2011. Mr. Harsanyi served as president of Porton International Inc., or Porton International, a pharmaceutical and vaccine company, from January 1983 to December 2004. Mr. Harsanyi was a founder of Dynport Vaccine Company LLC in September 1996. Prior to joining Porton International, Mr. Harsanyi was vice president of corporate finance at E.F. Hutton, Inc. Previously, Mr. Harsanyi directed the first assessment of biotechnology for the U.S. Congress’ Office of Technology Assessment, served as a consultant to the President’s Commission for the Study of Ethical Problems in Medicine and Biomedical and Behavioral Research and was on the faculties of Microbiology and Genetics at Cornell Medical College. Mr. Harsanyi received his bachelor degree from Amherst College and his Ph.D. in genetics from Albert Einstein College of Medicine. The Board believes Mr. Harsanyi is qualified to serve on Aptevo’s Board because of his industry experience, including his senior executive and financial positions and his experience as audit committee chair of various public company board of directors.

Barbara Lopez Kunz  Ms. Kunz has served as a member of our Board since August 2016.  Ms. Kunz is currently the Global Chief Executive of the Drug Information Association, a private health care products company. Ms. Kunz serves as chair of the Children’s National Health System Research Institute.  From January 2007 to March 2013, she worked as President of Health and Life Sciences at Battelle Memorial Institute, a private nonprofit applied science and technology development company. From August 2003 to December 2007, she worked as Senior VP/GM for Thermo Fisher Scientific’s Fisher Biosciences and led the Latin America regional business from January 2000 to July 2003 at Uniqema, a private company acquired by Croda International plc in 2006. Ms. Kunz earned bachelor degrees in both biology and chemistry from Thiel College, MBA coursework at  Cleveland State University, an MS in polymer science from the University of Akron and is certified in INSEAD’s international executive program. The Board believes that Ms. Kunz is qualified to serve on Aptevo’s Board because of her leadership experience, her business acumen and knowledge of the healthcare industry.

information regarding the board of directors and corporate governance

Independence of The Board of Directors

As required under the NasdaqReverse Stock Market (“Nasdaq”) listing standards, a majority of the members of a listed company’s Board of Directors must qualify as “independent,” as affirmatively determinedSplit ratio selected by the Board of Directors. The Board consults with the Company’s counsel to ensure that the Board’s determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of Nasdaq, as in effect from time to time.Board.

Board Leadership Structure

Our corporate governance guidelines provide the Board flexibility in determining its leadership structure. The Board has decided to keep separate the positions of chief executive officer and chairman of the Board. The Board believes this separate governance structure is optimal because it enables Mr. White to focus his entire energy on running the company while affording us the benefits of additional leadership and other contributions from Mr. El-Hibri.

Our corporate governance guidelines provide that in the event the chairman of the Board is not an independent director, a majority of the Board’s independent directors may appoint an independent director, who has been nominated by a majority of our independent directors, to serve as lead director. Because Mr. El-Hibri is not an independent director, our independent directors appointed Dr. Niederhuber as lead director in August 2016. The lead director serves as the presiding director at all executive sessions of the non-management or independent directors, facilitates communications between Mr. El-Hibri and other members of the Board, determines the need for special meetings of the Board and consults with Mr. El-Hibri on matters relating to corporate governance and Board performance.

Role of the Board in Risk Oversight

Our Board is actively engaged in oversight of risks Aptevo faces and consideration of the appropriate responses to those risks. The Audit Committee periodically discusses with senior management the company’s cybersecurity risk profile, product risk and risk management, including guidelines and policies to govern the process by which Aptevo’s exposure to risk is handled. The Audit Committee also reviews and comments on a periodic risk assessment performed by management. After the Audit Committee performs its review and comment function, it reports any significant findings to the Board. The Board is responsible for oversight of Aptevo’s risk management programs and, in performing this function, will receive periodic risk assessment and mitigation initiatives for information and approval as necessary.

Meetings of The Board of Directors

Our corporate governance guidelines provide that the directors are responsible for attending Board meetings and meetings of committees on which they serve. The Board of Directors met ten times during 2017.  Each Board member attended 75% or more of the aggregate number of meetings of the Board and of the committees on which she or he served, held during the portion of 2017 for which she or he was a director or committee member.

Information Regarding Committees of the Board of Directors

The Board has three committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee.  The following table provides membership and meetingcontains approximate information, for 2017 for eachbased on share information as of December 31, 2019, relating to our outstanding common stock based on the proposed Reverse Stock Split ratios (without giving effect to the treatment of fractional shares):

The Nasdaq Capital Market during regular trading hours for the five consecutive trading days immediately preceding the Effective Date (with such average closing sales prices being adjusted to give effect to the Reverse Stock Split). After the Reverse Stock Split, a stockholder otherwise entitled to a fractional interest will not have any voting, dividend or other rights with respect to such fractional interest except to receive payment or accrualas described above.

As of dividend equivalents.

Restricted Stock Awards

Restricted stock awards may be granted under the 2018 Plan pursuant to restricted stock award agreements. SharesDecember 31, 2019, there were 163 stockholders of record of our common stock. Upon stockholder approval of this Proposal 1, if our Board elects to implement the proposed Reverse Stock Split, stockholders owning, prior to the Reverse Stock Split, less than the number of whole shares of common stock acquired underthat will be combined into one share of common stock in the Reverse Stock Split would no longer be stockholders. For example, if a restrictedstockholder held five shares of common stock award may be subjectimmediately prior to forfeiture to or repurchasethe Reverse Stock Split and the Reverse Stock Split ratio selected by us in accordance with a vesting schedulethe Board was1-for-20, then such stockholder would cease to be determined bya stockholder of Aptevo following the Plan Administrator. Dividends will be paidReverse Stock Split and would not have any voting, dividend or other rights except to receive payment for the participant only if and when the shares become free from all restrictionsfractional share as described above. Based on transferability and forfeitability.  Upon a participant’s terminationour stockholders of continuous service for any reason, any shares subject to restricted stock awards held by the participant that have not vestedrecord as of such termination date mayDecember 31, 2019, and assuming a Reverse Stock Split ratio of1-for-20, we expect that cashing out fractional stockholders would not reduce the number of stockholders of record. In addition, we do not intend for this transaction to be forfeitedthe first step in a series of plans or proposals of a “going private transaction” within the meaning of Rule13e-3 of the Exchange Act.

Record and Beneficial Stockholders

If this Proposal 1 is approved by our stockholders and our Board elects to or repurchased by us.

Restrictedimplement a Reverse Stock Unit Awards

Restricted stock unit awards may be granted under the 2018 Plan pursuant to restricted stock unit award agreements. A restricted stock unit award may be settled by the deliverySplit, stockholders of record holding all of their shares of our common stock electronically in cash, or in a combination of cash and stock. Restricted stock unit awards maybook-entry form under the direct registration system for securities will be subject to vesting in accordance with a vesting schedule to be determinedautomatically exchanged by the Plan Administrator. Dividend equivalents may be credited in respectexchange agent and will receive a transaction statement at their address of record indicating the number of new post-split shares of our common stock coveredthey hold after the Reverse Stock Split along with payment in lieu of any fractional shares.Non-registered stockholders holding common stock through a bank, broker or other nominee should note that such banks, brokers or other nominees may have different procedures for processing the Reverse Stock Split and making payment for fractional shares than those that would be put in place by us for registered stockholders. If you hold your shares with such a restrictedbank, broker or other nominee and if you have questions in this regard, you are encouraged to contact your nominee.

If this Proposal 1 is approved by our stockholders and our Board elects to implement a Reverse Stock Split, stockholders of record holding some or all of their shares in certificate form will receive a letter of transmittal from Aptevo or its exchange agent, as soon as practicable after the effective date of the Reverse Stock Split. Our transfer agent is expected to act as “exchange agent” for the purpose of implementing the exchange of stock unit award, provided that any additionalcertificates. Holders ofpre-Reverse Stock Split shares credited by reason of such dividend equivalents will be subjectasked to allsurrender to the exchange agent certificates representingpre-Reverse Stock Split shares in exchange for post-Reverse Stock Split shares and payment in lieu of fractional shares (if any) in accordance with the same termsprocedures to be set forth in the letter of transmittal. No new post-Reverse Stock Split share certificates will be issued to a stockholder until such stockholder has surrendered such stockholder’s outstanding certificate(s) together with the properly completed and conditionsexecuted letter of transmittal to the underlying restricted stock unit award. Except as otherwise provided in a participant’s restricted stock unit award agreement or other written agreement with us or oneexchange agent.

STOCKHOLDERS SHOULD NOT DESTROY ANYPRE-SPLIT STOCK CERTIFICATE AND SHOULD NOT SUBMIT ANY CERTIFICATES UNTIL THEY ARE REQUESTED TO DO SO.

Accounting Consequences

The par value per share of our affiliates, restrictedcommon stock units that have not vested willwould remain unchanged at $0.001 per share after any Reverse Stock Split. As a result, on the Effective Date, the stated capital on our balance sheet attributable to the common stock would be forfeited uponreduced proportionally, based on the participant’s terminationactual Reverse Stock Split ratio, from its present amount, and the additionalpaid-in capital account would be credited with the amount by which the stated capital would be reduced. The net income or loss per share of continuous service for any reason.

Other Stock-Based and Cash-Based Awards

The Plan Administrator may grant other awards ofcommon stock would be increased because there would be fewer shares of common stock and other awards that are valuedoutstanding. The Reverse Stock Split would be reflected retroactively in whole or in part by reference to, or are otherwise based on, shares of common stock or other.  Such awards will also be available as a form of payment in the settlement of other awards granted under the 2018 Plan or as payment in lieu of compensation to which a participant is otherwise entitled.  Such awards may be paid in shares of common stock or cash, as the Board shall determine.  The Company may also grant Awards denominated in cash rather than shares of common stock.  Dividend equivalents may be credited in respect of sharescertain of our common stock covered by another award, may be settled in cash and/or shares of common stock and will be subject to the same restrictions and forfeitability as the underlying award.

Performance Awards

Restricted stock, restricted stock units and other stock-based awards and cash-based awards under the 2018 Plan may be made subject to the achievement of performance goals (“Performance Awards”).  

For any Performance Award, the committee will specifyconsolidated financial statements. We do not anticipate that the degree of granting, vesting and/or payout will be subject to the achievement of one or more performance measures established by the committee, which shall be based on the relative or absolute attainment of specified levels of one or any combination of the following, which may be determined pursuant to generally accepted accounting principles (“GAAP”) or on a non-GAAP basis, as determined by the committee:    

In each case, such performance measures may be adjusted to exclude any one or more of (i) extraordinary items, (ii) gains or losses on the dispositions of discontinued operations, (iii) the cumulative effects of changes in accounting principles, (iv) the impairment or writedown of any asset or assets, (v) charges for restructuring and rationalization programs or (vi) other extraordinary or non-recurring items, as specified by the committee when establishing the performance measures. Such performance measures: may vary by participant, may be different for different awards, may be particular to a participant or the department, branch, line of business, subsidiary or other unit in which the participant works and may cover such period as may be specified by the committee.

Clawbacks

In accepting an award under the 2018 Plan, a participant agrees to be bound by any clawback policy the Company may adopt in the future.

Changes to Capital Structure

In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event, or any dividend or distribution to holders of common stock other than an ordinary cash dividend, (i) the number and class of securities available under the 2018 Plan, (ii) the share counting rules set forth in the 2018 Plan, (iii) the number and class of securities and exercise price per share of each outstanding option, (iv) the share and per-share provisions and the measurement price of each outstanding SAR, (v) the number of shares subject to and the repurchase price per share subject to each outstanding award of restricted stock and (vi) the share and per-share-related provisions and the purchase price, if any, of each outstanding restricted stock unit and each other stock-based award, shall be equitably adjusted by the Company (or substituted awards may be made, if applicable) in the manner determined by the Board.  

Certain Transactions

Treatment of Awards: Upon a reorganization event  or a change in control event (each as defined in the 2018 Plan), the Plan Administrator may, on such terms as it determines (except to the extent specifically provided otherwise in an applicable award agreement or other agreement between the participant and the Company), take any one or more of the following actions pursuant to the 2018 Plan, as to all or any (or any portion of) outstanding awards:

The Plan Administrator is not obligated to treat all awards, all awards held by a participant, or all awards of the same type, identically.

Notwithstanding the provisions described above and except to the extent specifically provided to the contrary in the applicable award agreement or any other agreement between the participant and the Company, each award  will become immediately vested, exercisable or free from forfeiture, as applicable, if on or prior to the first anniversary of the date of a change in control event, the participant’s service with the Company or the successor corporation is terminated without cause by the Company or the successor corporation or is terminated for good reason by the participant (as such terms are defined in the 2018 Plan).

Awards Subject to Performance Vesting: With respect to an award granted on or after the date of this annual meeting that vests based on the attainment of performance goals, any acceleration of vesting and/or exercisability pursuant to the 2018 Plan will be calculated (i) based on actual performance or, if actual performance cannot be determined, target performance and (ii) on a pro rata basis based on the fractional performance period.

Reorganization Event: A reorganization event generally means (i) a merger or consolidation of the Company into another entityaccounting consequences would arise as a result of which our common stock is converted intoany Reverse Stock Split.

No Appraisal Rights

Our stockholders are not entitled to dissenters’ or exchanged forappraisal rights under the right to receive cash, securities or property or is canceled; or (ii) an exchange of shares of common stockGeneral Corporation Law of the Company for cash securities or other property pursuant to a share exchange or other transaction.

Change in Control Event: A change in control event generally means (i) certain acquisitionsState of 50% or more of our stock or the voting power thereof; (ii) certain unapproved changes in the majority of the Board; (iii) the consummation of certain mergers in which more than 50% of the ownership of the common stock changes; or (iv) the complete liquidation or dissolution of the Company.

Plan Amendments and Termination

The Board may amend, suspend or terminate the 2018 Plan or any portion thereof at any time provided that (i) no amendment that would require stockholder approval under the rules of the national securities exchange on which the Company then maintains its primary listing may be made effective unless and until the Company’s stockholders approve such amendment and (ii) if the national securities exchange on which the Company then maintains its primary listing  does not have rules regarding when stockholder approval of amendments to equity compensation plans is required (or if the Company’s Common Stock is not then listed on any national securities exchange), then no amendment to the 2018 Plan (A) materially increasing the number of shares authorized under the 2018 Plan, (B) expanding the types of awards that may be granted under the 2018 Plan, or (C) materially expanding the class of participants eligible to participate in the 2018 Plan will be effective unless and until the Company’s stockholders approve such amendment.  In addition, if at any time the approval of the Company’s stockholders is required as to any other modification or amendment under Section 422 of the Code or any successor provisionDelaware with respect to incentive stock options, the Board may not effect such modification or amendment without such approval.  Unless

otherwise specified in the amendment, any amendmentproposed alternate amendments to the 2018 Plan will applyour Amended and Restated Certificate of Incorporation to and be binding on the holders of, all awards outstanding under the 2018 Plan at the time the amendment is adopted, provided the Board determines that such amendment, taking into account any related action, does not materially and adversely affect the rights of participants under the 2018 Plan.  No award will be made that is conditioned upon stockholder approval of any amendment to the 2018 Plan unless the Award provides that (i) it will terminate or be forfeited if stockholder approval of such amendment is not obtained within no more than 12 months from the date of grant and (2) it may not be exercised or settled (or otherwise result in the issuance of common stock) prior to such stockholder approval.allow for a Reverse Stock Split.

Material Federal Income Tax Consequences

The following is a summary of the principal United Statesmaterial U.S. federal income tax consequences of a Reverse Stock Split to participants and us with respect to participation in the 2018 Plan. Thisour stockholders. The summary is based on the Internal Revenue Code of 1986, as amended, or the Code, applicable Treasury Regulations promulgated thereunder, judicial authority and current administrative rulings and practices as in effect on the date of this proxy statement. Changes to the laws could alter the tax consequences described below, possibly with retroactive effect. We have not intended to be exhaustivesought and will not seek an opinion of counsel or a ruling from the Internal Revenue Service regarding the federal income tax consequences of a Reverse Stock Split. This discussion is for general information only and does not discuss the income tax lawsconsequences which may apply to special classes of anytaxpayers (e.g.,non-resident aliens, broker/dealers or insurance companies). The state and local state or foreigntax consequences of a Reverse Stock Split may vary significantly as to each stockholder, depending upon the jurisdiction in which a participant may reside. The information is based upon currentsuch stockholder resides. Stockholders are urged to consult their own tax advisors to determine the particular consequences to them.

In general, the federal income tax rules and therefore is subject to change when those rules change. Because the tax consequences to any participant may depend on his or her particular situation, each participant should consult the participant’s tax adviser regarding the federal, state, local and other tax consequences of a Reverse Stock Split will vary among stockholders depending upon whether they receive cash for fractional shares or solely a reduced number of shares of common stock in exchange for their old shares of common stock. We believe that because the grant or exercise of an award or the disposition of stock acquired the 2018 Plan. The 2018 PlanReverse Stock Split is not qualified underpart of a plan to increase periodically a stockholder’s proportionate interest in our assets or earnings and profits, the provisionsReverse Stock Split should have the following federal income tax effects. A stockholder who receives solely a reduced number of Section 401(a)shares of common stock will not recognize gain or loss. In the aggregate, such a stockholder’s basis in the reduced number of shares of common stock will equal the stockholder’s basis in its old shares of common stock and such stockholder’s holding period in the reduced number of shares will include the holding period in its old shares exchanged. A stockholder who receives cash in lieu of a fractional share as a result of the Code and is not subject to anyReverse Stock Split should generally be treated as having received the payment as a distribution in redemption of the provisions of the Employee Retirement Income Security Act of 1974.

Our ability to realize the benefit of any tax deductions described below depends on our generation of taxable incomefractional share, as well as the requirement of reasonableness, other tax law limitations and the satisfaction of our tax reporting obligations.

Nonstatutory Stock Options

Generally, there is no taxation upon the grant of an NSO if the stock option is granted with an exercise price equal to the fair market value of the underlying stock on the grant date. Upon exercise, a participant will recognize ordinary income equal to the excess, if any, of the fair market value of the underlying stock on the date of exercise of the stock option over the exercise price. If the participant is employed by us or one of our affiliates, that income will be subject to withholding taxes. The participant’s tax basis in those shares will be equal to their fair market value on the date of exercise of the stock option, and the participant’s capital gain holding period for those shares will begin on that date.

We will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the participant.

Incentive Stock Options

The 2018 Plan provides for the grant of stock options that are intended to qualify as “incentive stock options,” as definedprovided in Section 422302(a) of the Code. UnderGenerally, if redemption of the Code,fractional shares of all stockholders reduces the percentage of the total voting power held by a participant generally is not subjectparticular redeemed stockholder (determined by including the voting power held by certain related persons), the particular stockholder should recognize gain or loss equal to ordinary income tax upon the grant or exercise of an ISO. If the participant holds a share received upon exercise of an ISO for more than two years from the date the stock option was granted and more than one year from the date the stock option was exercised, which is referred to as the required holding period, the difference, if any, between the amount realized on a sale or other taxable disposition of that sharecash received and the participant’s taxstockholder’s basis in that share will be long-term capital gain or loss.

If, however,the fractional share. In the aggregate, such a participant disposes of a share acquired upon exercise of an ISO before the end of the required holding period, which is referred to as a disqualifying disposition, the participant generally will recognize ordinary incomestockholder’s basis in the yearreduced number of shares of common stock will equal the disqualifying disposition equalstockholder’s basis in its old shares of common stock decreased by the basis allocated to the excess, if any, of the fair market value of thefractional share on the date of exercise of the stock option over the exercise price. However, if the sales proceeds are less than the fair market value of the share on the date of exercise of the stock option, the amount of ordinary income recognized by the participant will not exceed the gain, if any, realized on the sale. If the amount realized on a disqualifying disposition exceeds the fair market value of the share on the date of exercise of the stock option, that excess will be short-term or long-term capital gain, depending on whetherfor which such stockholder is entitled to receive cash, and the holding period for the share exceeds one year.

For purposes of the alternative minimum tax,reduced number of shares received will include the amountholding period of the old shares exchanged. If the redemption of the fractional shares of all stockholders leaves the particular redeemed stockholder with no reduction in the stockholder’s percentage of total voting power (determined by whichincluding the fair market valuevoting power held by certain related persons), it is likely that cash received in lieu of a fractional share of stock acquired upon exercise of an ISO exceeds the exercise pricewould be treated as a distribution under Section 301 of the stock option generallyCode. Stockholders should consult their own tax advisors regarding the tax consequences to them of a payment for fractional shares.

We will be an adjustment included in

the participant’s alternative minimum taxable income for the year in which the stock option is exercised. If, however, there isnot recognize any gain or loss as a disqualifying dispositionresult of the share in the year in which the stock option is exercised, there will be no adjustment for alternative minimum tax purposes with respect to that share. In computing alternative minimum taxable income, the tax basisproposed Reverse Stock Split.

Required Vote

Stockholder approval of this Proposal 1 requires a share acquired upon exercise of an ISO is increased by the amount“FOR” vote from at least a majority of the adjustment taken into account with respect to that share for alternative minimum tax purposes inoutstanding shares of our common stock on the yearrecord date.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR”

THE APPROVAL OF A REVERSE STOCK SPLIT AS SET FORTH IN PROPOSAL 1.

PROPOSAL 2

AUTHORIZATION TO ADJOURN THE SPECIAL MEETING

General

If the stock optionSpecial Meeting is exercised.

Weconvened and a quorum is present, but there are not allowed a tax deduction with respectsufficient votes to approve Proposal 1, our proxy holders may move to adjourn the grant or exercise of an ISO or the disposition of a share acquired upon exercise of an ISO after the required holding period. If there is a disqualifying disposition of a share, however, we will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the participant.

Restricted Stock Awards

Generally, the recipient of a restricted stock award will recognize ordinary incomeSpecial Meeting at the time the stock is received equal to the excess, if any, of the fair market value of the stock received over any amount paid by the recipient in exchange for the stock. If, however, the stock is not vested when it is received (for example, if the employee is required to work for a period ofthat time in order to haveenable our Board to solicit additional proxies.

In this proposal, we are asking our stockholders to authorize the rightholder of any proxy solicited by our Board, and each of them individually, to sellvote to adjourn the stock),Special Meeting to another time and place, if necessary, to solicit additional proxies in the recipient generally willevent there are not recognize income untilsufficient votes to approve Proposal 1. If our stockholders approve this proposal, we could adjourn the stock becomes vested, at which time the recipient will recognize ordinary income equal to the excess, ifSpecial Meeting and any adjourned session of the fair market valueSpecial Meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from our stockholders that have previously voted. Among other things, approval of this proposal could mean that, even if we had received proxies representing a sufficient number of votes to defeat Proposal 1, we could adjourn the Special Meeting without a vote on such proposal and seek to convince our stockholders to change their votes in favor of such proposal.

If it is necessary to adjourn the Special Meeting, no notice of the stock onadjourned meeting is required to be given to our stockholders, other than an announcement at the Special Meeting of the time and place to which the Special Meeting is adjourned, so long as the meeting is adjourned for 30 days or less and no new record date it becomes vested over any amount paid by the recipient in exchangeis fixed for the stock. A recipientadjourned meeting. At the adjourned meeting, we may however, file an election with the Internal Revenue Service, within 30 days following his or her receipt of the stock award, to recognize ordinary income, as of the date the recipient receives the award, equal to the excess, iftransact any of the fair market value of the stock on the date the award is granted over any amount paid by the recipient for the stock.

The recipient’s basis for the determination of gain or loss upon the subsequent disposition of shares acquired from a restricted stock award will be the amount paid for such shares plus any ordinary income recognized either when the stock is received or when the stock becomes vested.

We will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the recipient of the restricted stock award.

Restricted Stock Unit Awards

Generally, the recipient of a restricted stock unit award structured to comply with the requirements of Section 409A of the Code or an exception to Section 409A of the Code will recognize ordinary incomebusiness which might have been transacted at the time the stock is delivered equal to the excess, if any, of the fair market value of the stock received over any amount paid by the recipient in exchange for the stock. To comply with the requirements of Section 409A of the Code, the stock subject to a restricted stock unit award may generally only be delivered upon one of the following events: a fixed calendar date (or dates), separation from service, death, disability or a change in control. If delivery occurs on another date, unless the restricted stock unit award otherwise complies with or qualifies for an exception to the requirements of Section 409A of the Code (including delivery upon achievement of a performance goal), in addition to the tax treatment described above, the recipient will owe an additional 20% federal tax and interest on any taxes owed.

The recipient’s basis for the determination of gain or loss upon the subsequent disposition of shares acquired from a restricted stock unit award will be the amount paid for such shares plus any ordinary income recognized when the stock is delivered.

We will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the recipient of the restricted stock unit award.

Stock Appreciation Rights

Generally, if a stock appreciation right is granted with an exercise price equal to the fair market value of the underlying stock on the grant date, the recipient will recognize ordinary income equal to the fair market value of the stock or cash received upon such exercise. We will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the recipient of the stock appreciation right.

New Plan Benefits

Awards under the 2018 Plan are made at the discretion of the Plan Administrator and thus are not determinable at this time.

Equity Compensation Plan Information

The following table provides certain information with respect to all of the Company’s equity compensation plans in effect as of December 31, 2017.

Equity Compensation Plan Information

original meeting.

Required Vote and Board of Directors Recommendation

Approval of this Proposal 2proposal requires the affirmative vote of the holders of a majority of the shares represented and entitled to vote at the Annual Meeting either in person or by proxy. Abstentions will be counted toward the tabulation of votes cast on proposals presented to the stockholders and will have the same effect as negative votes. Broker non-votes are counted towards a quorum, but are not counted for any purpose in determining whether this matter has been approved.

The Board of Directors Recommends

a Vote in Favor of Proposal 2.

Proposal 3

Ratification of Selection of Independent Registered Public Accounting Firm

Ernst & Young LLP currently serves as the Company’s independent registered public accounting firm. After consideration of the firm’s qualifications and past performance, the Audit Committee of the Board of Directors has selected Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018 and has further directed that management submit the selection of its independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. Ernst & Young LLP has audited the Company’s financial statements since 2015. Representatives of Ernst & Young LLP are expected to beour common stock present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Neither the Company’s Bylaws nor other governing documents or law require stockholder ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm.  However, the Audit Committee of the Board is submitting the selection of Ernst & Young LLP to the stockholders for ratification as a matter of good corporate practice.  If the stockholders fail to ratify the selection, the Audit Committee of the Board will reconsider whether or not to retain that firm.  Even if the selection is ratified, the Audit Committee of the Board in its discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in the best interests of the Company and its stockholders.

The affirmative vote of the holders of a majority of the shares present in person or represented by proxy at the Special Meeting and entitled to vote on the matter at the Annual Meeting will be required to ratify the selection of Ernst & Young LLP.such matter.

Principal Accountant Fees and ServicesTHE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR”

The following table summarizes the fees of Ernst & Young LLP, our Independent Registered Public Accounting Firm, billed to us for audit and other services for the years ended December 31, 2016 and 2017. The audit fees include an estimate of amounts not yet billed.THE AUTHORIZATION TO ADJOURN THE SPECIAL MEETING AS SET FORTH IN

PROPOSAL 2.

Other Fees. Other fees consist of fees for the subscription to Ernst & Young’s online accounting research tool.

Pre-Approval Policies and Procedures.

The Audit Committee has policies and procedures that require the pre-approval by the Audit Committee (or one of its members) of all services performed by the Company’s independent registered public accounting firm and related fee arrangements. In the early part of each year, the Audit Committee approves the proposed services, including the nature, type and scope of services contemplated, and the related fees, to be rendered by these firms during the year. In accordance with this policy, the Audit Committee or one of its members pre-approved all services to be performed by the Company’s independent registered accounting firm.

The Board Of Directors Recommends

A Vote In Favor Of Proposal 3.

Report of the Audit Committee of the Board of Directors

The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2017 with management of the Company.  The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 16, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board (“PCAOB”).  The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the audit committee concerning independence, and has discussed with the independent registered public accounting firm the accounting firm’s independence.  Based on the foregoing, the Audit Committee has recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017.

Grady Grant, III

Zsolt Harsanyi, Ph.D.

Barbara Lopez Kunz

The material in this report is not “soliciting material,” is not deemed “filed” with the Commission and is not to be incorporated by reference in any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

Security Ownership of

Certain Beneficial Owners and ManagementSECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of our common stock as of December 31, 2019 by:

Unless otherwise indicated in the footnotes to the table below and subject to community property laws where applicable, we believe that each of the executive officersstockholders named in the Summary Compensation Table; (iii) all executive officerstable has sole voting and directorsinvestment power with respect to the shares indicated as beneficially owned.

Applicable percentages are based on 45,279,244 shares of common stock outstanding as of December 31, 2019, adjusted as required by rules promulgated by the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the rules include shares of common stock issuable pursuant to the exercise of stock options or warrants that are exercisable within 60 days following December 31, 2019. These shares are deemed to be outstanding and beneficially owned by the person holding those options for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Certain of the Company asoptions in this table are exercisable at any time but, if exercised, are subject to a group; and (iv) all those known bylapsing right of repurchase until the Company to be beneficial owners of more than five percent of its common stock.options are fully vested. Unless otherwise indicated, the address offor each person or entity listed in the individuals and entitiestable below is c/o Aptevo, 2401 4th Ave.Avenue, Suite 1050, Seattle, Washington 98121.