Washington, D.C. 20549
(Amendment No. )
1
Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
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. 03835L108
1. Names of Reporting Persons.
Sessa Capital (Master), L.P.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
x
(b)
¨
3. SEC Use Only
4. Citizenship or Place of Organization
Cayman Islands
Number of
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5. Sole Voting Power:
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1,693,823
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Shares
|
|
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Beneficially
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6. Shared Voting Power:
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Owned by
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Each Reporting
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7. Sole Dispositive Power:
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1,693,823
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Person with:
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|
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8. Shared Dispositive Power:
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,693,823
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
¨
11. Percent of Class Represented by Amount in Row (9)
8.4%
12. Type of Reporting Person (See Instructions)
PN
CUSIP No. 03835L108
1. Names of Reporting Persons.
Sessa Capital GP, LLC
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
x
(b)
¨
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of
|
5. Sole Voting Power:
|
1,693,823
|
Shares
|
|
|
Beneficially
|
6. Shared Voting Power:
|
|
Owned by
|
|
|
Each Reporting
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7. Sole Dispositive Power:
|
1,693,823
|
Person with:
|
|
|
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8. Shared Dispositive Power:
|
|
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,693,823
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
¨
11. Percent of Class Represented by Amount in Row (9)
8.4%
12. Type of Reporting Person (See Instructions)
OO
CUSIP No. 03835L108
1. Names of Reporting Persons.
Sessa Capital IM, L.P.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
x
(b)
¨
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of
|
5. Sole Voting Power:
|
1,693,823
|
Shares
|
|
|
Beneficially
|
6. Shared Voting Power:
|
|
Owned by
|
|
|
Each Reporting
|
7. Sole Dispositive Power:
|
1,693,823
|
Person with:
|
|
|
|
8. Shared Dispositive Power:
|
|
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,693,823
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
¨
11. Percent of Class Represented by Amount in Row (9)
8.4%
12. Type of Reporting Person (See Instructions)
PN
CUSIP No. 03835L108
1. Names of Reporting Persons.
Sessa Capital IM GP, LLC
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
x
(b)
¨
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of
|
5. Sole Voting Power:
|
1,693,823
|
Shares
|
|
|
Beneficially
|
6. Shared Voting Power:
|
|
Owned by
|
|
|
Each Reporting
|
7. Sole Dispositive Power:
|
1,693,823
|
Person with:
|
|
|
|
8. Shared Dispositive Power:
|
|
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,693,823
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
¨
11. Percent of Class Represented by Amount in Row (9)
8.4%
12. Type of Reporting Person (See Instructions)
OO
CUSIP No. 03835L108
1. Names of Reporting Persons.
John Petry
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
x
(b)
¨
3. SEC Use Only
4. Citizenship or Place of Organization
United States
Number of
|
5. Sole Voting Power:
|
1,693,823
|
Shares
|
|
|
Beneficially
|
6. Shared Voting Power:
|
|
Owned by
|
|
|
Each Reporting
|
7. Sole Dispositive Power:
|
1,693,823
|
Person with:
|
|
|
|
8. Shared Dispositive Power:
|
|
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,693,823
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
¨
11. Percent of Class Represented by Amount in Row (9)
8.4%
12. Type of Reporting Person (See Instructions)
IN
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Item 1(a).
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Name of Issuer:
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Aptevo
Therapeutics Inc.
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Item 1(b).
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Address of Issuer's Principal Executive Offices:
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2401
4th Avenue, Suite 1050, Seattle, Washington 98121
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Item 2(a).
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Name(s) of Person(s) Filing:
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1.
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Sessa
Capital (Master), L.P.
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3.
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Sessa
Capital IM, L.P.
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4.
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Sessa
Capital IM GP, LLC
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Item 2(b).
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Address of Principal Business Office or, if None,
Residence:
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1350 Avenue of the Americas, New York, New
York, 10019
Sessa Capital (Master), L.P. is a Cayman Islands exempted
limited partnership. Sessa Capital GP, LLC and Sessa Capital IM GP, LLC are Delaware limited liability companies. Sessa Capital
IM, L.P. is a Delaware limited partnership. Mr. Petry is a citizen of the United States.
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Item 2(d).
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Title of Class of Securities:
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Common Stock, $0.001 par value per share
03835L108
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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Investment
company registered under section 8 of the Investment Company Act, (15 U.S.C. 80a-8);
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(e)
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An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A
parent holding company or control person in accordance with §240.13d (b)(1)(ii)(G);
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(h)
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A
savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act
of 1940 (15 U.S.C. 80a-3);
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(j)
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Group,
in accordance with §240.13d-1(b)(1)(ii)(J).
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Not
applicable
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(a)
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Amount beneficially owned:
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Sessa
Capital (Master), L.P. (the “Fund”) directly beneficially owns 1,693,823 shares.
Sessa Capital GP, LLC is the
general partner of the Fund and, as a result, may be deemed to beneficially own shares owned by the Fund.
Sessa
Capital IM, L.P. is the investment manager of the Fund and, as a result, may be deemed to beneficially own shares owned by the
Fund.
Sessa
Capital IM GP, LLC is the general partner of Sessa Capital IM, L.P. and, as a result, may be deemed to beneficially own shares
owned by Sessa Capital IM, L.P.
Mr.
Petry is the manager of Sessa Capital GP, LLC and Sessa Capital IM GP, LLC and, as a result, may be deemed to beneficially own
shares owned by the Fund.
8.4%,
based on 20,248,824 Class A common shares outstanding as of November 1, 2016, according to the Issuer’s quarterly report
on Form 10-Q for the period ended September 30, 2016.
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote:
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|
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Each of the reporting persons may be deemed to have the
sole power to vote or direct the vote of 1,693,823 shares.
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(ii)
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Shared power to vote or to direct the vote: Not applicable
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(iii)
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Sole power to dispose or direct the disposition:
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Each of the reporting persons may be deemed to have the
sole power to dispose or direct the disposition of 1,693,823 shares.
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(iv)
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Shared
power to dispose or direct the disposition: Not applicable.
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Item 5.
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Ownership of Five Percent or Less of a Class:
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If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following.
¨
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Item 6.
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Ownership of More than Five Percent on Behalf of Another
Person:
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Not applicable
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Item 7.
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Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent Holding Company:
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Not applicable
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Item 8.
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Identification and Classification of Members of the
Group:
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Not applicable
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Item 9.
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Notice of Dissolution of Group:
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Not applicable
By signing below, I certify that, to the best of my
knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with
or as a participant in any transaction having that purpose or effect.
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.
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November 18, 2016
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(Date)
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/s/ John Petry
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(Signature)
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John Petry, individually, as manager of Sessa
Capital GP, LLC, the general partner of Sessa
Capital (Master), L.P., and as manager of Sessa
Capital IM GP, LLC, the general partner of Sessa
Capital IM, L.P.
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