SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

[Rule 13d-101]

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 21.16d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13D-2(a)

 

(Amendment No. 4)*

 

Alpine Immune Sciences, Inc.  

(Name of Issuer)

 

Common Stock, par value $0.001 per share 

(Title of Class of Securities)

 

02083G100 

(CUSIP Number)

 

 

David Clark

Deerfield Mgmt, L.P.

780 Third Avenue, 37 th Floor

New York, New York 10017

(212) 551-1600

 

With a copy to:

 

Jonathan D. Weiner, Esq.

Mark D. Wood, Esq.

Katten Muchin Rosenman LLP

575 Madison Avenue

New York, New York 10022

(212) 940-8800

 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

August 21, 2017 

(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 § 240.13d-7 for other parties to whom copies are to be sent.

 

(Continued on following pages)
(Page 1 of 13 Pages)

 

* 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).

 

 

 

 

 

SCHEDULE 13D

CUSIP No.  02083G100 Page 2 of 13 Pages

 

1

NAME OF REPORTING PERSONS

 

Deerfield Private Design Fund, L.P.

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) ☐

(b) ☒

 

3

SEC USE ONLY

 

 

 
4

SOURCE OF FUNDS

 

WC

 
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

 

  NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

0

 
8

SHARED VOTING POWER

 

100,515

 

9

 

SOLE DISPOSITIVE POWER

 

0

 

10

 

SHARED DISPOSITIVE POWER

 

100,515

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

100,515

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

☐ 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.72%

 
14

TYPE OF REPORTING PERSON

 

PN

 

 

 

 

 

 

SCHEDULE 13D

CUSIP No.  02083G100 Page 3 of 13 Pages

 

1

NAME OF REPORTING PERSONS

 

Deerfield Special Situations Fund, L.P.

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) ☐

(b) ☒

 

3

SEC USE ONLY

 

 

 
4

SOURCE OF FUNDS

 

WC

 
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

☐ 
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

 

  NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

0

 
8

SHARED VOTING POWER

 

281,184

 

9

 

SOLE DISPOSITIVE POWER

 

0

 

10

 

SHARED DISPOSITIVE POWER

 

281,184

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

281,184

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

☐ 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.03%

 
14

TYPE OF REPORTING PERSON

 

PN

 

 

 

 

 

 SCHEDULE 13D

CUSIP No.  02083G100 Page 4 of 13 Pages

 

1

NAME OF REPORTING PERSONS

 

Deerfield Private Design International, L.P.

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) ☐

(b) ☒

 

3

SEC USE ONLY

 

 

 
4

SOURCE OF FUNDS

 

WC

 
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

British Virgin Islands

 

 

 

  NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

0

 
8

SHARED VOTING POWER

 

161,788

 

9

 

SOLE DISPOSITIVE POWER

 

0

 

10

 

SHARED DISPOSITIVE POWER

 

161,788

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

161,788

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

☐

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.17%

 
14

TYPE OF REPORTING PERSON

 

PN

 

 

 

 

 

 SCHEDULE 13D

CUSIP No.  02083G100 Page 5 of 13 Pages

 

1

NAME OF REPORTING PERSONS

 

Deerfield Private Design Fund II, L.P.

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) ☐

(b) ☒

 

3

SEC USE ONLY

 

 

 
4

SOURCE OF FUNDS

 

WC

 
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

☐ 
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

 

  NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

0

 
8

SHARED VOTING POWER

 

181,560

 

9

 

SOLE DISPOSITIVE POWER

 

0

 

10

 

SHARED DISPOSITIVE POWER

 

181,560

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

181,560

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

☐

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.31%

 
14

TYPE OF REPORTING PERSON

 

PN

 

 

 

 

 

SCHEDULE 13D

CUSIP No.  02083G100 Page 6 of 13 Pages

 

1

NAME OF REPORTING PERSONS

 

Deerfield Private Design International II, L.P.

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) ☐

(b) ☒

 

3

SEC USE ONLY

 

 

 
4

SOURCE OF FUNDS

 

WC

 
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

☐ 
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

British Virgin Islands

 

 

 

  NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

0

 
8

SHARED VOTING POWER

 

208,053

 

9

 

SOLE DISPOSITIVE POWER

 

0

 

10

 

SHARED DISPOSITIVE POWER

 

208,053

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

208,053

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

☐

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.50%

 
14

TYPE OF REPORTING PERSON

 

PN

 

 

 

 

 

SCHEDULE 13D

CUSIP No.  02083G100 Page 7 of 13 Pages

 

1

NAME OF REPORTING PERSONS

 

Deerfield Mgmt, L.P.

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) ☐

(b) ☒

 

3

SEC USE ONLY

 

 

 
4

SOURCE OF FUNDS

 

AF

 
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

 

  NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

0

 
8

SHARED VOTING POWER

 

933,100 (1)

 

9

 

SOLE DISPOSITIVE POWER

 

0

 

10

 

SHARED DISPOSITIVE POWER

 

933,100 (1)

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

933,100 (1)

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

☐ 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

6.72%

 
14

TYPE OF REPORTING PERSON

 

PN

 

  

(1) Comprised of 281,184 shares held by Deerfield Special Situations Fund, L.P., 100,515 shares held by Deerfield Private Design Fund, L.P., 161,788 shares held by Deerfield Private Design International, L.P., 181,560 shares held by Deerfield Private Design Fund II, L.P., and 208,053 shares held by Deerfield Private Design International II, L.P.

 

 

 

 

SCHEDULE 13D

CUSIP No.  02083G100 Page 8 of 13 Pages

 

1

NAME OF REPORTING PERSONS

 

Deerfield Management Company, L.P.

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) ☐

(b) ☒

 

3

SEC USE ONLY

 

 

 
4

SOURCE OF FUNDS

 

AF

 
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

 

  NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

0

 
8

SHARED VOTING POWER

 

936,175 (2)

 

9

 

SOLE DISPOSITIVE POWER

 

0

 

10

 

SHARED DISPOSITIVE POWER

 

936,175 (2)

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

936,175 (2)

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

☐ 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

6.74%

 
14

TYPE OF REPORTING PERSON

 

PN

 

 

(2) Comprised of 281,184 shares held by Deerfield Special Situations Fund, L.P., 100,515 shares held by Deerfield Private Design Fund, L.P., 161,788 shares held by Deerfield Private Design International, L.P., 181,560 shares held by Deerfield Private Design Fund II, L.P., 208,053 shares held by Deerfield Private Design International II, L.P. and 3,075 shares of Common Stock underlying an option held by Howard P. Furst, a partner in Deerfield Management Company, L.P. and a director of the Issuer.

  

 

 

 

SCHEDULE 13D

CUSIP No.  02083G100 Page 9 of 13 Pages

 

1

NAME OF REPORTING PERSONS

 

James E. Flynn

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) ☐

(b) ☒

 

3

SEC USE ONLY

 

 

 
4

SOURCE OF FUNDS

 

AF

 
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

 

 

 

  NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

0

 
8

SHARED VOTING POWER

 

936,175 (3)

 

9

 

SOLE DISPOSITIVE POWER

 

0

 

10

 

SHARED DISPOSITIVE POWER

 

936,175 (3)

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

936,175 (3)

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

☐ 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

6.74%

 
14

TYPE OF REPORTING PERSON

 

IN

 

 

(3) Comprised of 281,184 shares held by Deerfield Special Situations Fund, L.P., 100,515 shares held by Deerfield Private Design, L.P., 161,788 shares held by Deerfield Private Design International, L.P., 181,560 shares held by Deerfield Private Design Fund II, L.P., 208,053 shares held by Deerfield Private Design International II, L.P. and 3,075 shares of Common Stock underlying an option held by Howard P. Furst, a partner in Deerfield Management Company, L.P. and a director of the Issuer.

 

 

 

 

Page 10 of 13

  

This Amendment No. 4 (this “ Amendment ”) to Schedule 13D amends the Schedule 13D filed on July 28, 2017 by (i) Deerfield Mgmt, L.P. (“ Deerfield Mgmt ”), (ii) Deerfield Special Situations Fund, L.P. (“ Deerfield Special Situations Fund ”), (iii) Deerfield Management Company, L.P. (“ Deerfield Management ”), (iv) Deerfield Private Design Fund, L.P. (“ Deerfield Private Design” ), (v) Deerfield Private Design International, L.P. (“ Deerfield Private Design International ”), (vi) Deerfield Private Design Fund II, L.P. (“ Deerfield Private Design II ”), (vii) Deerfield Private Design International II, L.P. (“ Deerfield Private Design International II ”) and (viii) James E. Flynn, a natural person (“ Flynn ” and collectively with Deerfield Mgmt, Deerfield Special Situations Fund, Deerfield Management, Deerfield Private Design, Deerfield Private Design International, Deerfield Private Design II and Deerfield Private Design International II, the “ Reporting Persons ”), with respect to the securities of Alpine Immune Sciences, Inc. (formerly, Nivalis Therapeutics, Inc.) (the “ Issuer ”), as amended by Amendment Nos. 1, 2 and 3 thereto, filed on September 20, 2016, April 25, 2017 and July 28, 2017, respectively (as amended, the “ Schedule 13D ”). Deerfield Special Situations Fund, Deerfield Private Design, Deerfield Private Design International, Deerfield Private Design II and Deerfield Private Design International II are collectively referred to herein as the “ Funds. ”

 

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Scheduled 13D.

 

Item 2. Identity and Background.

Item 2(e) of the Schedule 13D is hereby amended by adding the following:

 

On August 21, 2017, Deerfield Management voluntarily agreed to settle an SEC administrative proceeding relating to alleged violations of Section 204A of the Investment Advisers Act of 1940 (the “Advisers Act”), without admitting or denying the SEC’s allegations, pursuant to an order under Section 203(e) and 203(k) of the Advisers Act (the “Order”).  The Order resolved the SEC’s allegations that Deerfield Management, from 2012 through 2014, violated Section 204A of the Advisers Act by failing to establish, maintain, and enforce policies and procedures reasonably designed to prevent the misuse of material, nonpublic information, particularly taking into consideration the nature of Deerfield Management’s business.  The Order alleged that, as part of Deerfield Management’s research in the healthcare sector, Deerfield Management engaged third party consultants and research firms, including firms that specialized in providing “political intelligence” regarding upcoming regulatory and legislative decisions, that Deerfield Management employees based certain trading recommendations on such information, and that hedge funds advised by Deerfield Management then made those trades.  The Order required Deerfield Management to cease and desist from committing or causing any violations and any future violations of Section 204A of the Advisers Act, censured Deerfield Management and provided that Deerfield Management will pay disgorgement and interest of $811,695 and a civil money penalty of $3,946,267. 

 

 

 

 

Page 11 of 13

 

Item 7. Material to be Filed as Exhibits

 

Item 7 of the Schedule 13D is hereby amended by adding the following :

 

Exhibit 99.2 Power of Attorney (incorporated by reference to Exhibit 24 to the Form 3 with regard to Proteon Therapeutics, Inc. filed with the Securities and Exchange Commission on August 4, 2017 by Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P., Deerfield International Master Fund, L.P., Deerfield Private Design Fund III, L.P., Deerfield Private Design Fund IV, L.P., Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P., Deerfield Management Company, L.P., and James E. Flynn).

 

 

 

 

Page 12 of 13

 

SIGNATURE

 

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


Dated: August 22, 2017

 

 

DEERFIELD MGMT, L.P.

 

By: J.E. Flynn Capital, LLC, General Partner

 

By: /s/ Jonathan Isler

Name: Jonathan Isler

Title: Attorney-in-Fact

 

 

DEERFIELD SPECIAL SITUATIONS FUND, L.P.

 

By: Deerfield Mgmt, L.P., General Partner

By: J.E. Flynn Capital, LLC, General Partner

 

By: /s/ Jonathan Isler

Name: Jonathan Isler

Title: Attorney-in-Fact

 

 

DEERFIELD PRIVATE DESIGN FUND, L.P.

 

By: Deerfield Mgmt, L.P., General Partner

By: J.E. Flynn Capital, LLC, General Partner

 

By: /s/ Jonathan Isler

Name: Jonathan Isler

Title: Attorney-in-Fact

 

 

DEERFIELD PRIVATE DESIGN INTERNATIONAL, L.P.

 

By: Deerfield Mgmt, L.P., General Partner

By: J.E. Flynn Capital, LLC, General Partner

 

By: /s/ Jonathan Isler

Name: Jonathan Isler

Title: Attorney-in-Fact

   

 

 

 

 

Page 13 of 13

 

 

DEERFIELD PRIVATE DESIGN FUND II, L.P.

 

By: Deerfield Mgmt, L.P., General Partner

By: J.E. Flynn Capital, LLC, General Partner

 

By: /s/ Jonathan Isler

Name: Jonathan Isler

Title: Attorney-in-Fact

 

 

DEERFIELD PRIVATE DESIGN INTERNATIONAL II, L.P.

 

By: Deerfield Mgmt, L.P., General Partner

By: J.E. Flynn Capital, LLC, General Partner

 

By: /s/ Jonathan Isler

Name: Jonathan Isler

Title: Attorney-in-Fact

 

 

DEERFIELD MANAGEMENT COMPANY, L.P.

 

By: Flynn Management LLC, General Partner

 

By: /s/ Jonathan Isler

Name: Jonathan Isler

Title: Attorney-in-Fact

 

JAMES E. FLYNN

 

/s/ Jonathan Isler

Jonathan Isler, Attorney-in-Fact

   
   

 

 

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