SEC FORM 4 SEC Form 4
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*
GOLD MITCHELL

(Last) (First) (Middle)
C/O ALPINE IMMUNE SCIENCES, INC.
188 EAST BLAINE STREET, SUITE 200

(Street)
SEATTLE WA 98102

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ALPINE IMMUNE SCIENCES, INC. [ ALPN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Executive Chairman and CEO
3. Date of Earliest Transaction (Month/Day/Year)
01/23/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 12/11/2019 G V 5,000 D $0.00 6,292 D
Common Stock 12/23/2019 G V 5,000 D $0.00 1,292 D
Common Stock 01/23/2020 A 67,569 A $0.00(1) 68,861 D
Common Stock 3,994,781 I(2) Alpine ImmunoSciences, L.P.(2)(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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) $3.23(4) 01/23/2020 A 270,000 (5) 01/22/2030 Common Stock 270,000 $0.00 270,000 D
Explanation of Responses:
1. Received a grant of restricted stock units ("RSUs") pursuant to the 2018 Equity Incentive Plan for no consideration. The RSUs were granted in lieu of cash incentive compensation achieved pursuant to the terms of the Company's Executive Incentive Compensation Plan. Fifty percent (50%) of the RSUs will vest on June 30, 2020 and fifty percent (50%) of the RSUs will vest on December 31, 2020, subject to the Reporting Person continuing to be a Service Provider through each such date.
2. Alpine BioVentures GP, LLC is the general partner of Alpine ImmunoSciences, L.P. Dr. Gold is a Managing Partner of Alpine BioVentures GP, LLC. Dr. Gold is also a limited partner of Alpine ImmunoSciences, L.P. By virtue of such relationships, Dr. Gold may be deemed to have voting and investment power with respect to the shares held by Alpine ImmunoSciences, L.P. and as a result may be deemed to have beneficial ownership of such shares.
3. The Reporting Person disclaims beneficial ownership of the shares of common stock reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
4. 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.
5. Twenty-five percent (25%) of the shares subject to the Option shall vest on the one (1) year anniversary of January 23, 2020 (the "Vesting Commencement Date") and one forty-eighth (1/48th) of the shares subject to the Option shall vest each month thereafter on the same day of the month as the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month), subject to the Reporting Person continuing to be a Service Provider through each such date.
Remarks:
/s/ James Paul Rickey, attorney-in-fact 01/27/2020
** 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.
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