Form 4 - Statement of changes in beneficial ownership of securities

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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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

FUHS ULRICH MARTIN

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/20/2024		D		22,820	D	⁽¹⁾⁽²⁾	7,300⁽³⁾	D
Common Stock	05/20/2024		D		7,300⁽³⁾	D	⁽¹⁾⁽²⁾⁽⁴⁾	0	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to buy)	$12.07⁽⁵⁾	05/20/2024		D			52,180	⁽⁶⁾	12/05/2031	Common Stock	52,180	⁽⁷⁾⁽⁸⁾	0	D
Stock Option (Right to buy)	$7.91⁽⁵⁾	05/20/2024		D			28,700	⁽⁹⁾	03/21/2033	Common Stock	28,700	⁽⁷⁾⁽⁸⁾	0	D
Stock Option (Right to buy)	$35.89⁽⁵⁾	05/20/2024		D			14,600	⁽¹⁰⁾	03/13/2034	Common Stock	14,600	⁽⁷⁾⁽⁸⁾	0	D

Explanation of Responses:

1. This Form 4 reports securities disposed of pursuant to the Agreement and Plan of Merger (the Merger Agreement), dated April 10, 2024, among Alpine Immune Sciences, Inc., a Delaware corporation (the Company), Vertex Pharmaceuticals Incorporated, a Massachusetts corporation (Parent), and Adams Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Parent (Merger Sub). Pursuant to the Merger Agreement, Merger Sub completed a tender offer for shares of the Companys Common Stock, par value $0.001 per share (Company Common Stock), effective May 18, 2024 (the Offer Closing), and thereafter merged with and into the Company (the Merger, and together with the Offer Closing, the Transactions), effective May 20, 2024 (the Effective Time), with the Company surviving the Merger as a wholly owned subsidiary of Parent.

2. (Continued from Footnote 1) In connection with the consummation of the Transactions, each share of the Company Common Stock was either (x) purchased at the Offer Closing for $65.00 in cash per share (the Offer Price), without interest thereon and subject to any applicable tax withholding or (y) automatically converted in the Merger at the Effective Time into the right to receive the Offer Price in cash, without interest thereon (the Merger Consideration), subject to any applicable tax withholding.

3. Includes 7,300 shares of common stock underlying a restricted stock unit grant made on March 14, 2024 (the RSUs). One-fourth (1/4th) of the RSUs will vest on January 1, 2025 and the remainder will vest in twelve (12) equal quarterly installments on April 1, 2025, July 1, 2025, October 1, 2025 and on January 1, April 1, July 1, and October 1 of each subsequent year until all RSUs are vested on January 1, 2028, subject to Participant continuing to be a Service Provider through each such date.

4. Pursuant to the Merger Agreement, as of immediately prior to the Effective Time, each restricted stock unit of the Company (a Company RSU) that was then outstanding but not then vested became immediately vested in full. At the Effective Time, each Company RSU was automatically cancelled and the holder thereof became entitled to receive an amount in cash, without interest thereon and subject to any applicable tax withholding, equal to the product obtained by multiplying (i) the number of shares of Common Stock underlying such Company RSU by (ii) the Merger Consideration.

5. 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.

6. 1/4th of the shares subject to the option vested on November 30, 2022, and one thirty-sixth (1/36th) of the remaining shares subject to the option shall vest each month thereafter, subject to the reporting person continuing to be a service provider through each date.

7. Pursuant to the Merger Agreement, as of immediately prior to the Effective Time, each option to purchase shares of Company Common Stock (a Company Option) that was then outstanding but not then vested or exercisable became immediately vested and exercisable in full. At the Effective Time, each Company Option that was then outstanding was automatically cancelled and, if such Company Option had a per share exercise price less than the Merger Consideration, the holder thereof became entitled to receive a cash payment, without interest thereon and subject to any applicable tax withholding, equal to the product obtained by multiplying (i) the total number of shares of Company Common Stock underlying such Company Option by (ii) the excess of the Merger Consideration over the exercise price per share such Company Option.

8. (Continued from Footnote 7) Any Company Option that had an exercise price per share that was equal to or exceeded the Merger Consideration was cancelled without any cash payment or other consideration being made in respect thereof.

9. 1/4th of the shares subject to the option vested on March 22, 2024, and one thirty-sixth (1/36th) of the remaining shares subject to the option shall vest each month thereafter, subject to the reporting person continuing to be a service provider through each date.

10. 1/4th of the shares subject to the option will vest on March 14, 2025, and one thirty-sixth (1/36th) of the remaining shares subject to the option shall vest each month thereafter, subject to the reporting person continuing to be a service provider through each date.

Remarks:

	/s/ James Paul Rickey, attorney-in-fact	05/20/2024
	** 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).
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