UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

Alpine Immune Sciences, Inc.

(Name of Issuer)

 

Common Stock, $0.001 par value per share

(Title of Class of Securities)

 

02083G100

(CUSIP Number)

 

Decheng Capital China Life Sciences USD Fund III, L.P.

Ugland House, PO Box 309, Grand Cayman

KY1-1104, Cayman Islands

+1- 345-949-8066

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

September 23, 2022

(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 Rule 13d-7 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).

 

 

 

 

 

CUSIP No.   02083G100
1.

Names of Reporting Persons

Decheng Capital China Life Sciences USD Fund III, L.P.

2. Check the Appropriate Box if a Member of a Group (See Instructions)
 

(a)

(b)

¨

x

3. SEC Use Only
4.

Source of Funds (See Instructions)

WC

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    
6.

Citizenship or Place of Organization

Cayman Islands

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7.

Sole Voting Power

0

8.

Shared Voting Power

6,582,380 (1)

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

6,582,380 (1)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

6,582,380 (1)

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ¨
13.

Percent of Class Represented by Amount in Row (11)

14.6% (2)

14.

Type of Reporting Person (See Instructions)

PN

         

 

(1)Consists of 5,347,744 shares of the Issuer’s Common Stock and 1,234,636 shares of the Issuer’s Common Stock issuable upon exercise of warrants, which are exercisable within 60 days of the date of this filing, held directly by Decheng Capital China Life Sciences USD Fund III, L.P. (the “Fund”). Decheng Capital Management III (Cayman), LLC (the “General Partner”) is the general partner of the Fund and Xiangmin Cui is the sole manager of the General Partner. The Fund, the General Partner and Dr. Cui may be deemed to share voting and dispositive power with respect to the shares held directly by the Fund.
(2)This percentage is calculated based upon 45,176,798 shares of the Issuer’s Common Stock outstanding, which is the sum of: (i) 43,942,162 shares of the Issuer’s Common Stock outstanding on September 23, 2022, as disclosed in the final prospectus supplement filed by the Issuer with the Securities and Exchange Commission (the “SEC”) on September 21, 2022; and (ii) 1,234,636 shares of the Issuer’s Common Stock issuable upon exercise of warrants, which are exercisable within 60 days of the date of this filing.

 

 

 

 

CUSIP No.   02083G100
1.

Names of Reporting Persons

Decheng Capital Management III (Cayman), LLC

2. Check the Appropriate Box if a Member of a Group (See Instructions)
 

(a)

(b)

¨

x

3. SEC Use Only
4.

Source of Funds (See Instructions)

AF

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    
6.

Citizenship or Place of Organization

Cayman Islands

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7.

Sole Voting Power

0

8.

Shared Voting Power

6,582,380 (1)

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

6,582,380 (1)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

6,582,380 (1)

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    
13.

Percent of Class Represented by Amount in Row (11)

14.6% (2)

14.

Type of Reporting Person (See Instructions)

OO

         

 

(1)Consists of 5,347,744 shares of the Issuer’s Common Stock and 1,234,636 shares of the Issuer’s Common Stock issuable upon exercise of warrants, which are exercisable within 60 days of the date of this filing, held directly by the Fund. The General Partner is the general partner of the Fund and Xiangmin Cui is the sole manager of the General Partner. The Fund, the General Partner and Dr. Cui may be deemed to share voting and dispositive power with respect to the shares held directly by the Fund.
(2)This percentage is calculated based upon 45,176,798 shares of the Issuer’s Common Stock outstanding, which is the sum of: (i) 43,942,162 shares of the Issuer’s Common Stock outstanding on September 23, 2022, as disclosed in the final prospectus supplement filed by the Issuer with the SEC on September 21, 2022; and (ii) 1,234,636 shares of the Issuer’s Common Stock issuable upon exercise of warrants, which are exercisable within 60 days of the date of this filing.

 

 

 

 

CUSIP No.   02083G100
1.

Names of Reporting Persons

Decheng Capital Global Healthcare Fund (Master), LP

2. Check the Appropriate Box if a Member of a Group (See Instructions)
 

(a)

(b)

¨

x

3. SEC Use Only
4.

Source of Funds (See Instructions)

WC

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    
6.

Citizenship or Place of Organization

Cayman Islands

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7.

Sole Voting Power

0

8.

Shared Voting Power

1,360,544 (1)

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

1,360,544 (1)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

1,360,544 (1)

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    
13.

Percent of Class Represented by Amount in Row (11)

3.1% (2)

14.

Type of Reporting Person (See Instructions)

PN

         

 

(1)Consists of 1,360,544 shares of the Issuer’s Common Stock held directly by Decheng Capital Global Healthcare Fund (Master), LP (“Healthcare”). Decheng Capital Global Healthcare GP, LLC ( “Healthcare GP”) is the general partner of Healthcare and Xiangmin Cui is the indirect managing member and ultimate beneficial owner of Healthcare GP. Healthcare, Healthcare GP and Dr. Cui may be deemed to share voting and dispositive power with respect to the shares held directly by Healthcare.
(2)This percentage is calculated based upon 43,942,162 shares of the Issuer’s Common Stock outstanding on September 23, 2022, as disclosed in the final prospectus supplement filed by the Issuer with the SEC on September 21, 2022.

 

 

 

 

CUSIP No.   02083G100
1.

Names of Reporting Persons

Decheng Capital Global Healthcare GP, LLC

2. Check the Appropriate Box if a Member of a Group (See Instructions)
 

(a)

(b)

¨

x

3. SEC Use Only
4.

Source of Funds (See Instructions)

AF

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    
6.

Citizenship or Place of Organization

Cayman Islands

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7.

Sole Voting Power

0

8.

Shared Voting Power

1,360,544 (1)

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

1,360,544 (1)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

1,360,544 (1)

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    
13.

Percent of Class Represented by Amount in Row (11)

3.1% (2)

14.

Type of Reporting Person (See Instructions)

OO

         

 

(1)Consists of 1,360,544 shares of the Issuer’s Common Stock held directly by Healthcare. Healthcare GP is the general partner of Healthcare and Xiangmin Cui is the indirect managing member and ultimate beneficial owner of Healthcare GP. Healthcare, Healthcare GP and Dr. Cui may be deemed to share voting and dispositive power with respect to the shares held directly by Healthcare.
(2)This percentage is calculated based upon 43,942,162 shares of the Issuer’s Common Stock outstanding on September 23, 2022, as disclosed in the final prospectus supplement filed by the Issuer with the SEC on September 21, 2022.

 

 

 

 

CUSIP No.   02083G100
1.

Names of Reporting Persons

Xiangmin Cui

2. Check the Appropriate Box if a Member of a Group (See Instructions)
 

(a)

(b)

¨

x

3. SEC Use Only
4.

Source of Funds (See Instructions)

AF

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    
6.

Citizenship or Place of Organization

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7.

Sole Voting Power

31,283 (1)

8.

Shared Voting Power

7,942,924 (2)

9.

Sole Dispositive Power

31,283 (1)

10.

Shared Dispositive Power

7,942,924 (2)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

7,974,207 (1) (2)

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    
13.

Percent of Class Represented by Amount in Row (11)

17.6% (3)

14.

Type of Reporting Person (See Instructions)

IN

         

 

(1)Pursuant to the Issuer’s non-employee director compensation policy, (i) on January 18, 2019, Dr. Cui, as a new director, was granted stock options from the Issuer’s existing equity incentive plan to purchase up to an aggregate of 7,650 shares of Common Stock at an exercise price of $5.70 per share (the “2019 Options”); (ii) on January 2, 2020, Dr. Cui was granted stock options from the Issuer’s existing equity incentive plan to purchase up to an aggregate of 7,650 shares of Common Stock at an exercise price of $3.6233 per share (the “2020 Options”); (iii) on January 5, 2021, Dr. Cui was granted stock options from the Issuer’s existing equity incentive plan to purchase up to an aggregate of 7,650 shares of Common Stock at an exercise price of $13.45 per share (the “2021 Options”); and (iv) on January 3, 2022, Dr. Cui was granted stock options from the Issuer’s existing equity incentive plan to purchase up to an aggregate of 10.000 shares of Common Stock at an exercise price of $13.89 per share (the “2022 Options”). The 2019 Options vest in 36 equal monthly installments commencing on January 18, 2019; 1/12th of the shares subject to the 2020 Options became vested and exercisable on February 2, 2020, with 1/12th of the shares subject to the 2020 Options vesting monthly thereafter; 1/12th of the shares subject to the 2021 Options became vested and exercisable on February 4, 2021, with 1/12th of the shares subject to the 2021 Options vesting monthly thereafter; and 1/12th of the shares subject to the 2022 Options became vested and exercisable on February 3, 2022, with 1/12th of the shares subject to the 2022 Options vesting monthly thereafter. Dr. Cui beneficially owns 31,283 shares of Common Stock that may be acquired upon exercise of these options that are exercisable within 60 days of the date of this filing.
(2)Consists of (i) 5,347,744 shares of the Issuer’s Common Stock and 1,234,636 shares of the Issuer’s Common Stock issuable upon exercise of warrants, which are exercisable within 60 days of the date of this filing, held directly by the Fund; and (ii) 1,360,544 shares of the Issuer’s Common Stock held directly by Healthcare. The General Partner is the general partner of the Fund and Dr. Cui is the sole manager of the General Partner. The Fund, the General Partner and Dr. Cui may be deemed to share voting and dispositive power with respect to the shares held directly by the Fund. Healthcare GP is the general partner of Healthcare and Dr. Cui is the indirect managing member and ultimate beneficial owner of Healthcare GP. Healthcare, Healthcare GP and Dr. Cui may be deemed to share voting and dispositive power with respect to the shares held directly by Healthcare.

(2)This percentage is calculated based upon 45,176,798 shares of the Issuer’s Common Stock outstanding, which is the sum of: (i) 43,942,162 shares of the Issuer’s Common Stock outstanding on September 23, 2022, as disclosed in the final prospectus supplement filed by the Issuer with the SEC on September 21, 2022; (ii) 1,234,636 shares of the Issuer’s Common Stock issuable upon exercise of warrants, which are exercisable within 60 days of the date of this filing; and (iii) 31,283 shares of Common Stock that may be acquired upon exercise of options that are exercisable within 60 days of the date of this filing.

 

 

 

 

INTRODUCTION

 

This Amendment No. 3 (“Amendment No. 3”) to Schedule 13D supplements and amends the initial Schedule 13D originally filed by the undersigned with the Securities and Exchange Commission (the “SEC”) on January 24, 2019, as amended by Amendment No. 1 thereto filed with the SEC on August, 3, 2020 and Amendment No. 2 thereto filed with the SEC on September 9, 2021 (as so amended, the “Schedule 13D”). This Amendment No. 3 is being filed by Decheng Capital China Life Sciences USD Fund III, L.P., Decheng Capital Management III (Cayman), LLC, Decheng Capital Global Healthcare Fund (Master), LP, Decheng Capital Global Healthcare GP, LLC and Xiangmin Cui to report the acquisition of Common Stock of Alpine Immune Sciences, Inc., as described below.

 

Except as otherwise specified in this Amendment No. 3, all items in the Schedule 13D, as previously amended, are unchanged. All capitalized terms used in this Amendment No. 3 and not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D, as previously amended.

 

Item 2.Identity and Background

 

Item 2 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

 

(a)This Schedule 13D is filed by (i) Decheng Capital China Life Sciences USD Fund III, L.P. (the “Fund”), a Cayman Islands exempted limited partnership; (ii) Decheng Capital Management III (Cayman), LLC (the “General Partner”), a Cayman Islands limited liability company; (iii) Decheng Capital Global Healthcare Fund (Master), LP (“Healthcare”), a Cayman Islands exempted limited partnership; (iv) Decheng Capital Global Healthcare GP, LLC (“Healthcare GP”), a Cayman Islands limited liability company; and (v) Xiangmin Cui (“Dr. Cui”) (collectively, the “Reporting Persons”).

 

(b)The address of the principal place of business of the Reporting Persons is 3000 Sand Hill Road, Building 2, Suite 110, Menlo Park, California 94025.

 

(c)The principal business of each of the Fund and Healthcare is the venture capital investment business. The principal business of each of the General Partner and Healthcare GP is acting as general partner of the Fund and Healthcare, respectively. The principal occupation of Dr. Cui is serving as manager of the General Partner and indirect managing member of Healthcare GP.

 

(d)During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)During the last five years, none of the Reporting Persons have been 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.

 

(f)Each of the Fund and Healthcare is a Cayman Islands exempted limited partnership, each of the General Partner and Healthcare GP is a Cayman Islands limited liability company and Dr. Cui is a citizen of the United States.

 

Item 3.Source and Amount of Funds or Other Consideration

 

Item 3 of the Original Schedule 13D is hereby amended and supplemented by adding the following paragraph at the end of Item 3:

 

On September 23, 2022, the Fund and Healthcare purchased 639,456 and 1,360,544 shares of Common Stock, respectively, in an underwritten public offering (the “2022 Offering”) at $7.35 per share. The aggregate purchase price of the shares purchased by the Fund and Healthcare was $4.7 million and $10.0 million, respectively. The funds used by the Fund and Healthcare to acquire the securities described above were obtained from working capital contributed by their respective partners.

 

 

 

 

Item 5.Interest in Securities of the Issuer

 

Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

 

(a)As of the date hereof, (i) the Fund is the record owner of 5,347,744 shares of Common Stock and beneficially owns an additional 1,234,636 shares of Common Stock issuable within 60 days of the date of this filing upon the exercise of warrants; and (ii) Healthcare is the record owner of 1,360,544 shares of Common Stock. The Fund is controlled by the General Partner and Dr. Cui. As such, each of the General Partner and Dr. Cui may be deemed to share voting and dispositive power over the shares held by the Fund and both the General Partner and Dr. Cui may be deemed to beneficially own the shares held directly by the Fund. Healthcare is controlled directly by Healthcare GP and indirectly by Dr. Cui. As such, each of the Healthcare GP and Dr. Cui may be deemed to share voting and dispositive power over the shares held by Healthcare and both Healthcare GP and Dr. Cui may be deemed to beneficially own the shares held directly by Healthcare. In addition, Dr. Cui beneficially owns 31,283 shares of Common Stock that may be acquired upon exercise of options that are exercisable within 60 days of September 27, 2022, which were granted to Dr. Cui pursuant to the Issuer’s non-employee director compensation policy.

 

(b)

 

   Number of Shares of Common Stock 
    Power to Vote or
Direct the Vote
    Power to Dispose or
Direct the Disposition
 
Reporting Person   Sole    Shared    Sole    Shared 
Decheng Capital China Life Sciences USD Fund III, L.P.   0    6,582,380    0    6,582,380 
Decheng Capital Management III (Cayman), LLC   0    6,582,380    0    6,582,380 
Decheng Capital Global Healthcare Fund (Master), LP   0    1,360,544    0    1,360,544 
Decheng Capital Global Healthcare GP, LLC   0    1,360,544    0    1,360,544 
Xiangmin Cui   31,283    7,942,924    31,283    7,942,924 

 

(c)Except as set forth in this Item 3, the Reporting Persons have not effected any transactions in the securities of the Issuer in the last 60 days.

 

(d)No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock beneficially owned by the Reporting Persons.

 

(e)Not applicable.

 

Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Item 6 of the Original Schedule 13D is hereby amended and supplemented by adding the following paragraph at the end of Item 6:

 

2022 Lock-Up Agreement

 

In connection with the 2022 Offering, each of the Fund and Dr. Cui entered into a lock-up agreement, pursuant to which each agreed, except in limited circumstances, not to sell or transfer, or engage in swap or similar transactions with respect to the shares of the Issuer, until 60 days following September 20, 2022 (the “2022 Lock-Up Agreements”). The foregoing description of the 2022 Lock-Up Agreements is intended as a summary only and is qualified in its entirety by reference to the form of 2022 Lock-Up Agreement, which is filed as an exhibit to this Schedule 13D and incorporated herein.

 

Item 7.Material to be Filed as Exhibits

 

Item 7 of the Original Schedule 13D is hereby amended and supplemented by adding the following paragraph at the end of Item 7:

 

IForm of Lock-Up Agreement (incorporated by reference to Exhibit A to the Underwriting Agreement, dated September 20, 2022, by and among Alpine Immune Sciences, Inc. and Morgan Stanley & Co. LLC, SVB Securities LLC and Cowen and Company, LLC, as representatives of the several underwriters named therein filed as Exhibit 1.1 to the Current Report on Form 8-K filed with the SEC on September 21, 2022)

 

 

 

 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: September 27, 2022

 

  Decheng Capital China Life Sciences USD Fund III, L.P.
   
  By its General Partner
  Decheng Capital Management III (Cayman), LLC
   
  By: /s/ Xiangmin Cui
  Name: Xiangmin Cui
  Title: Manager
   
  Decheng Capital Management III (Cayman), LLC
   
  By: /s/ Xiangmin Cui
  Name: Xiangmin Cui
  Title: Manager
   
  Decheng Capital Global Healthcare Fund (Master), LP
   
  By its General Partner
  Decheng Capital Global Healthcare GP, LLC
   
  By its Manager
  Decheng Capital SV LLC
   
  By its Manager
  Decheng Capital LLC
   
  By: /s/ Xiangmin Cui
  Name: Xiangmin Cui
  Title: Manager
   
  Decheng Capital Global Healthcare GP, LLC
   
  By its Manager
  Decheng Capital SV LLC
   
  By its Manager
  Decheng Capital LLC
   
  By: /s/ Xiangmin Cui
  Name: Xiangmin Cui
  Title: Manager
   
  /s/ Xiangmin Cui
  Xiangmin Cui