UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 
 
Alpine Immune Sciences, Inc.
(Name of Issuer)
 
 
Common Stock, par value $0.001 per share
(Title of Class of Securities)
 
 
02083G100
(CUSIP Number)
 
OrbiMed Advisors LLC
OrbiMed Capital GP VI LLC
 
601 Lexington Avenue, 54th Floor
New York, NY 10022
Telephone:  (212) 739‑6400
 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
 
January 24, 2018
(Date of Event Which Requires Filing of this Statement)
 
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of § 240.13d‑1(e), 240.13d‑1(f) or 240.13d‑1(g), check the following box .
 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d‑7(b) for other parties to whom copies are to be sent.
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 

 
 
SCHEDULE 13D
         
CUSIP No.  02083G100
1
NAME OF REPORTING PERSONS
 
OrbiMed Advisors LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b)
3
SEC USE ONLY
 
                         
4
SOURCE OF FUNDS (See Instructions)
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
             
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
 
8
SHARED VOTING POWER
 
3,298,516
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
3,298,516
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,298,516
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
                  
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
23.76% *
14
TYPE OF REPORTING PERSON (See Instructions)
 
IA
_______________________
* This percentage is calculated based upon 13,881,645 shares of common stock outstanding of Alpine Immune Sciences, Inc. (the “Issuer”), as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2017.

 
2

 
SCHEDULE 13D
           
CUSIP No. 02083G100
1
NAME OF REPORTING PERSONS
 
OrbiMed Capital GP VI LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b)
3
SEC USE ONLY
                         
 
4
SOURCE OF FUNDS (See Instructions)
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
                      
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
3,298,516
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
3,298,516
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,298,516
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
               
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
23.76%*
14
TYPE OF REPORTING PERSON (See Instructions)
 
OO
_______________________
  * This percentage is calculated based upon 13,881,645 shares of common stock outstanding of Alpine Immune Sciences, Inc. (the “Issuer”), as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2017.
 
3


 
Item 1.
Security and Issuer
 
This Amendment No. 1 (“Amendment No. 1”) to Schedule 13D supplements and amends the Statement on Schedule 13D originally filed by OrbiMed Advisors LLC, OrbiMed Capital GP VI LLC and Samuel D. Isaly with the Securities and Exchange Commission (the “SEC”) on August 3, 2017 (the “Statement”).  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”.  Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

This Amendment No. 1 is being filed to report that Samuel D. Isaly, who was previously identified as a reporting person, has ceased to be the beneficial owner of more than five percent of the outstanding Shares.

Item 2 of the Statement is amended to read in full as set forth below
 
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, and OrbiMed Capital GP VI LLC (“GP VI”), a limited liability company organized under the laws of Delaware (collectively, the “Reporting Persons”).
 
(b) – (c), (f)  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 described herein.  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.
 
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.
 
Item 5 of the Statement is amended to read in full as set forth below.
 
Item 5.
Interest in Securities of the Issuer
 
(a)-(b) As of the date of this filing, the Reporting Persons may be deemed, for purposes of Rule 13d-3 of the Exchange Act, directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares described in Item 6 below.  Based upon information contained in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 14, 2017, such Shares deemed to be indirectly beneficially owned by the Reporting Persons constitutes approximately 23.76% of the issued and outstanding Shares. Advisors, pursuant to its authority as the sole managing member of GP VI, the sole general partner of OPI VI, may be deemed to indirectly beneficially own the Shares held by OPI VI.  GP VI, pursuant to its authority as the general partner of OPI VI, may be deemed to indirectly beneficially own the Shares held by OPI VI.  As a result, Advisors and GP VI share the power to direct the vote and to direct the disposition of the Shares held by OPI VI.  Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the Shares held by OPI VI.
 
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(c) The Reporting Persons have not effected any transactions in the Shares during the past sixty (60) days.
 
(d)  Not applicable.
 
(e)  As of January 24, 2018, Samuel D. Isaly, who was previously identified as a reporting person, has ceased to be the beneficial owner of more than five percent of the outstanding Shares.
 
The first paragraph of Item 6 of the Statement is amended to read in full as follows.
 
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 and 5 of the Statement, 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.
 
Item 7.
Materials to Be Filed as Exhibits
 
Exhibit
Description
1.
Joint Filing Agreement among OrbiMed Advisors LLC and OrbiMed Capital GP VI LLC.
                          
 
 
 
 
 
 
5

 
SIGNATURE
 
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  January 25, 2018
 
 
OrbiMed Advisors LLC
 
 
   
     
 
By:
/s/ Jonathan T. Silverstein
 
 
 
Name:
Jonathan T. Silverstein
 
 
 
Title:
Member of OrbiMed Advisors LLC
 
 
 
 
 
By:
/s/ Sven H. Borho
 
 
 
Name:
Sven H. Borho
 
 
 
Title:
Member of OrbiMed Advisors LLC
 
 
 
 
 
By:
/s/ Carl L. Gordon
 
 
 
Name:
Carl L. Gordon
 
 
 
Title:
Member of OrbiMed Advisors LLC
 
 
 
 
 
 
 
 
OrbiMed Capital GP VI LLC
 
 
 
 
 
By:
OrbiMed Advisors LLC
its managing member
 
 
 
 
 
 
 
 
By:
/s/ Jonathan T. Silverstein
 
 
 
Name:
/s/ Jonathan T. Silverstein
 
 
 
Title:
Member of OrbiMed Advisors LLC
 
     
 
By:
/s/ Sven H. Borho
 
 
 
Name:
Sven H. Borho
 
 
 
Title:
Member of OrbiMed Advisors LLC
 
 
 
 
 
By:
/s/ Carl L. Gordon
 
 
 
Name:
Carl L. Gordon
 
 
 
Title:
Member of OrbiMed Advisors LLC
 
     
 
 
6


Schedule I
 
The name and present principal occupation of each of the executive officers and directors of OrbiMed Advisors LLC are set forth below.  Unless otherwise noted, each of these persons are United States citizens and have as their business address 601 Lexington Avenue, 54th Floor, New York, NY 10022.
 
Name
Position with Reporting
Person
Principal Occupation
Samuel D. Isaly
Managing Member
Managing Member
OrbiMed Advisors LLC
Carl L. Gordon
Member
Member
OrbiMed Advisors LLC
Sven H. Borho
German and Swedish Citizen
Member
Member
OrbiMed Advisors LLC
Jonathan T. Silverstein
Member
Member
OrbiMed Advisors LLC
W. Carter Neild
Member
Member
OrbiMed Advisors LLC
Geoffrey C. Hsu
Member
Member
OrbiMed Advisors LLC
Evan D.  Sotiriou
Chief Financial Officer
 
Chief Financial Officer
OrbiMed Advisors LLC
 
 
 









7


 
Schedule II
 
The business and operations of OrbiMed Capital GP VI LLC are managed by the executive officers and directors of its managing member, OrbiMed Advisors LLC, set forth on Schedule I attached hereto.
 

 
 
 
 
 
 
 



















8


 
EXHIBIT INDEX
 
 
Exhibit
Description
1.
Joint Filing Agreement among OrbiMed Advisors LLC and OrbiMed Capital GP VI LLC.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
9

EXHIBIT 1
JOINT FILING AGREEMENT
 
The undersigned hereby agree that the Statement on this Schedule 13D, dated January 25, 2018 (the “Schedule 13D”), with respect to the Shares of Alpine Immune Sciences, Inc. is filed, and all amendments thereto will be filed, on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to this Schedule 13D.  Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D, and for the completeness and accuracy of the information concerning itself contained therein.  This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
 
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 25th day of January, 2018.
 
 
OrbiMed Advisors LLC
 
 
 
 
 
 
 
 
By:
/s/ Jonathan T. Silverstein
 
 
 
Name:
 Jonathan T. Silverstein
 
 
 
Title:
Member of OrbiMed Advisors LLC
 
 
 
 
 
 
By:
/s/ Sven H. Borho
 
 
 
Name:
Sven H. Borho
 
 
 
Title:
Member of OrbiMed Advisors LLC
 
 
 
 
 
By:
/s/ Carl L. Gordon
 
 
 
Name:
Carl L. Gordon
 
 
 
Title:
Member of OrbiMed Advisors LLC
 


 
OrbiMed Capital GP VI LLC
 
 
 
 
 
 
By:
OrbiMed Advisors LLC
its managing member 
 
 
 
 
 
 
 
 
 
By:
/s/ Jonathan T. Silverstein
 
 
 
Name:
 Jonathan T. Silverstein
 
 
 
Title:
Member of OrbiMed Advisors LLC
 
 
 
 
 
 
By:
/s/ Sven H. Borho
 
 
 
Name:
Sven H. Borho
 
 
 
Title:
Member of OrbiMed Advisors LLC
 
 
 
 
 
By:
/s/ Carl L. Gordon
 
 
 
Name:
Carl L. Gordon
 
 
 
Title:
Member of OrbiMed Advisors LLC