| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ALPINE IMMUNE SCIENCES, INC. [ ALPN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/20/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 05/20/2024 | D | 26,761 | D | (1)(2) | 31,200(3) | D | |||
| Common Stock | 05/20/2024 | D | 31,200(3) | D | (1)(2)(4) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to buy) | $11.31(5) | 05/20/2024 | D | 836 | (6) | 01/01/2028 | Common Stock | 836 | (7)(8) | 0 | D | ||||
| Stock Option (Right to buy) | $5.02(5) | 05/20/2024 | D | 137 | (6) | 04/11/2027 | Common Stock | 137 | (7)(8) | 0 | D | ||||
| Stock Option (Right to buy) | $6.51(5) | 05/20/2024 | D | 143 | (6) | 02/05/2029 | Common Stock | 143 | (7)(8) | 0 | D | ||||
| Stock Option (Right to buy) | $3.23(5) | 05/20/2024 | D | 1,214 | (6) | 01/22/2030 | Common Stock | 1,214 | (7)(8) | 0 | D | ||||
| Stock Option (Right to buy) | $13.2(5) | 05/20/2024 | D | 112,945 | (9) | 01/04/2031 | Common Stock | 112,945 | (7)(8) | 0 | D | ||||
| Stock Option (Right to buy) | $13.3(5) | 05/20/2024 | D | 112,500 | (10) | 01/03/2032 | Common Stock | 112,500 | (7)(8) | 0 | D | ||||
| Stock Option (Right to buy) | $7.55(5) | 05/20/2024 | D | 108,999 | (11) | 01/03/2033 | Common Stock | 108,999 | (7)(8) | 0 | D | ||||
| Stock Option (Right to buy) | $18.33(5) | 05/20/2024 | D | 78,000 | (12) | 01/03/2034 | Common Stock | 78,000 | (7)(8) | 0 | D | ||||
| Explanation of Responses: |
| 1. This Form 4 reports securities disposed of pursuant to the Agreement and Plan of Merger (the Merger Agreement), dated April 10, 2024, among Alpine Immune Sciences, Inc., a Delaware corporation (the Company), Vertex Pharmaceuticals Incorporated, a Massachusetts corporation (Parent), and Adams Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Parent (Merger Sub). Pursuant to the Merger Agreement, Merger Sub completed a tender offer for shares of the Companys Common Stock, par value $0.001 per share (Company Common Stock), effective May 18, 2024 (the Offer Closing), and thereafter merged with and into the Company (the Merger, and together with the Offer Closing, the Transactions), effective May 20, 2024 (the Effective Time), with the Company surviving the Merger as a wholly owned subsidiary of Parent. |
| 2. (Continued from Footnote 2) In connection with the consummation of the Transactions, each share of the Company Common Stock was either (x) purchased at the Offer Closing for $65.00 in cash per share (the Offer Price), without interest thereon and subject to any applicable tax withholding or (y) automatically converted in the Merger at the Effective Time into the right to receive the Offer Price in cash, without interest thereon (the Merger Consideration), subject to any applicable tax withholding. |
| 3. Includes 31,200 shares of common stock underlying a restricted stock unit grant made on January 4, 2024 (the RSUs). One-fourth (1/4th) of the RSUs will vest on January 1, 2025 and the remainder will vest in twelve (12) equal quarterly installments on April 1, 2025, July 1, 2025, October 1, 2025 and on January 1, April 1, July 1, and October 1 of each subsequent year until all RSUs are vested on January 1, 2028, subject to Participant continuing to be a Service Provider through each such date. |
| 4. Pursuant to the Merger Agreement, as of immediately prior to the Effective Time, each restricted stock unit of the Company (a Company RSU) that was then outstanding but not then vested became immediately vested in full. At the Effective Time, each Company RSU was automatically cancelled and the holder thereof became entitled to receive an amount in cash, without interest thereon and subject to any applicable tax withholding, equal to the product obtained by multiplying (i) the number of shares of Common Stock underlying such Company RSU by (ii) the Merger Consideration. |
| 5. The exercise price is equal to the closing price per share of Common Stock as reported on the Nasdaq Global Market on the date of grant. |
| 6. The option to purchase shares of Company Common Stock (the Company Option) is fully vested and exercisable. |
| 7. Pursuant to the Merger Agreement, as of immediately prior to the Effective Time, each option to purchase shares of Company Common Stock (a Company Option) that was then outstanding but not then vested or exercisable became immediately vested and exercisable in full. At the Effective Time, each Company Option that was then outstanding was automatically cancelled and, if such Company Option had a per share exercise price less than the Merger Consideration, the holder thereof became entitled to receive a cash payment, without interest thereon and subject to any applicable tax withholding, equal to the product obtained by multiplying (i) the total number of shares of Company Common Stock underlying such Company Option by (ii) the excess of the Merger Consideration over the exercise price per share such Company Option. |
| 8. (Continued from Footnote 7) Any Company Option that had an exercise price per share that was equal to or exceeded the Merger Consideration was cancelled without any cash payment or other consideration being made in respect thereof. |
| 9. One-fourth (1/4th) of the Shares subject to the Option will vest on January 5, 2022, and one thirty-sixth (1/36th) of the remaining Shares subject to the Option shall vest each month thereafter, subject to the Reporting Person continuing to be a service provider through each such date. |
| 10. One-fourth (1/4) of the shares subject to the option will vest on January 4, 2023, and one thirty-sixth (1/36th) of the remaining shares subject to the option shall vest each month thereafter, subject to Reporting Person continuing to be a service provider through each such date. |
| 11. One-fourth (1/4th) of the Shares subject to the Option will vest on January 4, 2024, and one thirty-sixth (1/36th) of the remaining Shares subject to the Option shall vest each month thereafter, subject to the Reporting Person continuing to be a service provider through each such date. |
| 12. One-fourth (1/4th) of the Shares subject to the Option will vest on January 4, 2025, and one thirty-sixth (1/36th) of the remaining Shares subject to the Option shall vest each month thereafter, subject to the Reporting Person continuing to be a Service Provider through each such date. |
| Remarks: |
| Senior Vice President, Chief Financial Officer and Corporate Secretary |
| /s/ James Paul Rickey | 05/20/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
