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*
Venkatesan Jay

(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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/15/2022
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 18,633 I By Raj Venkatesan as UTMA custodian for Reid Coleman Venkatesan(1)(2)
Common Stock 2,600,980 I By Alpine ImmunoSciences, L.P.(1)(3)
Common Stock 18,633 I By Raj Venkatesan as UTMA custodian for Nathaniel Graham Venkatesan(1)(2)
Common Stock 07/15/2022 M 20,063 A $0.45 238,126 D
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) $0.45(4) 07/15/2022 M 20,063 (5) 12/15/2025 Common Stock 20,063 $0.45 70,000 D
Explanation of Responses:
1. 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 the shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
2. These shares are held by Raj Venkatesan as custodian for Reporting Person's sons under the California Uniform Transfers to Minors Act.
3. Alpine BioVentures GP, LLC is the general partner of Alpine ImmunoSciences, L.P. Dr. Venkatesan is a Managing Partner of Alpine BioVenture GP, LLC. Dr. Venkatesan is also a limited partner of Alpine ImmunoSciences, L.P. By virtue of such relationships, Dr. Venkatesan 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.
4. Pursuant to that certain Agreement and Plan of Merger and Reorganization (the "Merger Agreement"), dated as of April 18, 2017, by and among the Issuer, Nautilus Merger Sub, Inc. and the corporation then known as Alpine Immune Sciences, Inc. ("Old Alpine"), each share of Old Alpine common stock was converted into 0.4969 shares of the Issuer's common stock (the "Exchange Ratio"). Each option to purchase shares of Old Alpine outstanding and unexercised was assumed by the Issuer pursuant to the Merger Agreement and converted into an option, subject to vesting, to purchase shares of common stock of the Issuer, with the number of shares of the Issuer's common stock underlying such option and the exercise price for such option adjusted to reflect the Exchange Ratio.
5. The Reporting Person was initially granted an option to acquire 300,000 shares, 75,000 shares of which vested on May 25, 2016, and the remaining shares vested or vest in 36 substantially equal monthly installments starting on September 1, 2016, subject to the Reporting person's continued service with the Issuer and certain change of control provisions.
Remarks:
/s/ James Paul Rickey, attorney-in-fact 07/19/2022
** 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.