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).
- Page 1 of 10 Pages -
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1.
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Names of
Reporting Persons.
Sessa Capital (Master), L.P.
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Cayman Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
with:
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5.
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Sole Voting Power:
1,920,368
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6.
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Shared Voting Power:
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7.
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Sole Dispositive Power:
1,920,368
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8.
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Shared Dispositive Power:
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,920,368
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
☐
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11.
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Percent of Class Represented by Amount
in Row (9)
9.5%
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12.
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Type of Reporting Person (See
Instructions)
PN
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- Page 2 of 10 Pages -
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1.
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Names of
Reporting Persons.
Sessa Capital GP, LLC
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
with:
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5.
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Sole Voting Power:
1,920,368
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6.
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Shared Voting Power:
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7.
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Sole Dispositive Power:
1,920,368
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8.
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Shared Dispositive Power:
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,920,368
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
☐
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11.
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Percent of Class Represented by Amount
in Row (9)
9.5%
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12.
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Type of Reporting Person (See
Instructions)
OO
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- Page 3 of 10 Pages -
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1.
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Names of
Reporting Persons.
Sessa Capital IM, L.P.
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
with:
|
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5.
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Sole Voting Power:
1,920,368
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6.
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Shared Voting Power:
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7.
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Sole Dispositive Power:
1,920,368
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8.
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Shared Dispositive Power:
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,920,368
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
☐
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11.
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Percent of Class Represented by Amount
in Row (9)
9.5%
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12.
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Type of Reporting Person (See
Instructions)
PN
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- Page 4 of 10 Pages -
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1.
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Names of
Reporting Persons.
Sessa Capital IM GP, LLC
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
with:
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5.
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Sole Voting Power:
1,920,368
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6.
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Shared Voting Power:
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7.
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Sole Dispositive Power:
1,920,368
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8.
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Shared Dispositive Power:
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,920,368
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
☐
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11.
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Percent of Class Represented by Amount
in Row (9)
9.5%
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12.
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Type of Reporting Person (See
Instructions)
OO
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- Page 5 of 10 Pages -
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1.
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Names of
Reporting Persons.
John Petry
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
with:
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5.
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Sole Voting Power:
1,920,368
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6.
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Shared Voting Power:
|
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7.
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Sole Dispositive Power:
1,920,368
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8.
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Shared Dispositive Power:
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,920,368
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
☐
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11.
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Percent of Class Represented by Amount
in Row (9)
9.5%
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12.
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Type of Reporting Person (See
Instructions)
IN
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- Page 6 of 10 Pages -
Item 1(a). Name of Issuer:
Aptevo Therapeutics Inc.
Item 1(b).
Address of Issuers Principal Executive Offices:
2401 4th Avenue, Suite 1050, Seattle, Washington 98121
Item 2(a). Name(s) of Person(s) Filing:
1. Sessa Capital (Master), L.P.
2. Sessa Capital GP, LLC
3.
Sessa Capital IM, L.P.
4. Sessa Capital IM GP, LLC
5. John Petry
Item 2(b). Address of
Principal Business Office or, if None, Residence:
1350 Avenue of the Americas, Suite 3110, New York, New York,
10019
Item 2(c). Citizenship:
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.
Item 2(d). Title of Class of Securities:
Common Stock, $0.001 par value per share
Item 2(e). CUSIP Number:
03835L108
Item 3. 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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- Page 7 of 10 Pages -
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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
Item 4. Ownership:
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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 1,920,368 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.
9.5%, based on 20,248,824 Class A common shares outstanding as
of November 1, 2016, according to the Issuers 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)
Sole power to vote or to direct
the vote:
Each of the reporting persons may be deemed to have the sole power to vote or direct the vote of 1,920,368 shares.
(ii)
Shared power to vote or to direct the vote: Not applicable
(iii)
Sole power to dispose or direct the disposition:
Each of the reporting persons may be deemed to have the sole power to dispose or direct the disposition of 1,920,368 shares.
(iv)
Shared power to dispose or direct the disposition: Not applicable.
- Page 8 of 10 Pages -
Item 5. Ownership of Five Percent or Less of a Class:
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. ☐
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
Not applicable
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
Item 8. Identification
and Classification of Members of the Group:
Not applicable
Item 9. Notice of Dissolution of Group:
Not applicable
Item 10. Certification.
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.
- Page 9 of 10 Pages -
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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February 14, 2017
(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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- Page 10 of 10 Pages -