SC 13D/A

Number of

Shares Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

0 shares

Shared Voting Power

0 shares

Sole Dispositive Power

0 shares

Shared Dispositive Power

0 shares

SC 13D/A 1 d827233dsc13da.htm SC 13D/A SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 7)*

Alpine Immune Sciences, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

02083G 100

(CUSIP Number)

Steve R. Bailey

Frazier Life Sciences

601 Union Street, Suite 3200

Seattle, WA 98101

Telephone: (206) 621-7200

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

May 20, 2024

(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.

*	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. 02083G 100


1.		Name of Reporting Persons. Frazier Life Sciences VIII, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
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 Delaware

CUSIP No. 02083G 100


1.		Name of Reporting Persons. FHM Life Sciences VIII, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
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 Delaware

CUSIP No. 02083G 100


1.		Name of Reporting Persons. FHM Life Sciences VIII, L.L.C.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
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 Delaware

CUSIP No. 02083G 100


1.		Name of Reporting Persons. Frazier Life Sciences Public Fund L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
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 Delaware

CUSIP No. 02083G 100


1.		Name of Reporting Persons. FHMLSP, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
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 Delaware

CUSIP No. 02083G 100


1.		Name of Reporting Persons. FHMLSP, L.L.C.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
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 Delaware

CUSIP No. 02083G 100


1.		Name of Reporting Persons. James N. Topper
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
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 Citizen

CUSIP No. 02083G 100


1.		Name of Reporting Persons. Patrick J. Heron
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
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 Citizen

CUSIP No. 02083G 100


1.		Name of Reporting Persons. Albert Cha
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
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 Citizen

CUSIP No. 02083G 100


1.		Name of Reporting Persons. James Brush
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
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 Citizen

Item 1. Security and Issuer.

This Amendment No. 7 (“Amendment No. 7”) to Schedule 13D amends the statement on Schedule 13D filed on July 31, 2017 (the “Original Schedule 13D”), as amended on January 23, 2019, July 30, 2020, September 21, 2021, February 15, 2022, November 20, 2023 and April 29, 2024 (the “Prior Amendments”, and together with the Original Schedule 13D and this Amendment No. 7, the “Schedule 13D”) with respect to the Common Stock of Alpine Immune Sciences, Inc (the “Issuer”), having its principal executive office at 188 East Blaine St., Suite 200, Seattle, WA 98102. Except as otherwise specified in Amendment No. 7, all items in the Original Schedule 13D, as amended by the Prior Amendments, are unchanged. All capitalized terms used in this Amendment No. 7 and not otherwise defined herein have the meanings ascribed to such terms in the Original Schedule 13D, as amended by the Prior Amendments.

Item 3. Source and Amount of Funds or Other Consideration

FLS-VIII purchased from a company then known as Alpine Immune Sciences, Inc. (“Old Alpine”) in a series of private transactions 3,558,719 shares of Series A-1 Preferred Stock (“Series A-1 Stock”) and 866,741 shares of Common Stock (the “Old Alpine Common Stock”) for an aggregate purchase price of $15,483,870. Pursuant to the terms of that certain Agreement and Plan of Merger and Reorganization, dated as of April 18, 2017, by and among the Issuer, Nautilus Merger Sub, Inc. and Old Alpine (the “Merger Agreement”), at the closing of the merger provided for in the Merger Agreement (the “Merger”), each share of Old Alpine’s Common Stock and Series A-1 Stock held by FLS-VIII was automatically converted into 0.4969 shares of the Issuer’s Common Stock, which resulted in FLS-VIII holding a total of 2,199,011 shares of the Issuer’s Common Stock as of July 24, 2017.

On January 18, 2019, FLS-VIII participated in the Issuer’s private placement offering and (i) purchased 372,439 shares of the Issuer’s Common Stock and (ii) received a warrant exercisable for 145,251 shares of the Issuer’s Common Stock for an aggregate purchase price of $1,999,997.

On September 17, 2021, FLS-VIII exchanged 1,200,000 shares of the Issuer’s Common Stock for a warrant to purchase 1,200,000 shares of the Issuer’s Common Stock.

On February 11, 2022, FLS-VIII purchased 112,665 shares of the Issuer’s Common Stock for an aggregate purchase price of $799,990.

On December 11, 2023, FLS-VIII exercised the warrant for 145,251 shares of the Issuer’s Common Stock.

On April 25, 2024, FLS-VIII cashless exercised the warrant for 1,200,000 shares of the Issuer’s Common Stock, which resulted in the Issuer withholding 19 shares of Common Stock to pay the exercise price and issuing FLS-VIII the remaining 1,199,981 shares of Common Stock.

On September 15, 2021, FLSPF purchased 394 shares of the Issuer’s Common Stock for an aggregate purchase price of $3,704.

On September 17, 2021, FLSPF participated in the Issuer’s private placement offering (the “Offering”) pursuant to which it purchased a pre-funded warrant for 1,702,127 shares of the Issuer’s Common Stock for an aggregate purchase price of $15,999,994. FLSPF also purchased 400,000 shares of the Issuer’s Common Stock from another stockholder of the Issuer for a total purchase price of $3,760,000.

On February 11, 2022, FLSPF purchased 1,088,179 shares of the Issuer’s Common Stock for an aggregate purchase price of $7,726,724.

On April 25, 2024, FLSPF cashless exercised the warrant for 1,702,127 shares of the Issuer’s Common Stock, which resulted in the Issuer withholding 27 shares of Common Stock to pay the exercise price and issuing FLS-VIII the remaining 1,702,100 shares of Common Stock.

Pursuant to the terms of an Agreement and Plan of Merger, dated April 10, 2024, among the Issuer, Vertex Pharmaceuticals Incorporated, and Adams Merger Sub, Inc. (“Merger Sub”), Merger Sub completed a tender offer for shares of the Issuer’s Common Stock, effective May 18, 2024 (the “Offer Closing”), and thereafter merged with and into the Issuer (the “2024 Merger”, and together with the Offer Closing, the “Transactions”), effective May 20, 2024 (the “Effective Time”). As a result of the Transactions, each share of the Issuer’s 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.

FLS-VIII holds 0 shares of the Issuer’s Common Stock (the “FLS VIII Shares”) and FLSPF holds 0 shares of the Issuer’s Common Stock (the “FLSPF Shares” and together with the FLS VIII Shares, the “Frazier Shares”).

Item 5. Interest in Securities of the Issuer

(a)

State the aggregate number and percentage of the class of securities identified pursuant to Item 1 (which may be based on the number of securities outstanding as contained in the most recently available filing with the Commission by the issuer unless the filing person has reason to believe such information is not current) beneficially owned (identifying those shares which there is a right to acquire) by each person named in Item 2. The information should also be furnished with respect to persons who, together with any of the persons named in Item 2, comprise a group within the meaning of Section 13(d)(3) of the Act:

Each Reporting Person beneficially owns 0 shares, or 0.0%, of the Issuer’s Common Stock.

(b)

Regarding the number of shares as to which such person has:

Sole power to vote or to direct the vote: See line 7 of cover sheets.

Shared power to vote or to direct the vote: See line 8 of cover sheets.

Sole power to dispose or to direct the disposition: See line 9 of cover sheets.

Shared power to dispose or to direct the disposition: See line 10 of cover sheets.

(c)

Describe any transactions in the class of securities reported on that were effected during the past sixty days or since the most recent filing of Schedule 13D (§240.13d-191), whichever is less, by the persons named in response to paragraph (a):

Please refer to the transactions described in Item 3 above.

(d)

If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of an employee benefit plan, pension fund or endowment fund is not required:

No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the Frazier Shares beneficially owned by any of the Reporting Persons.

(e)

If applicable, state the date on which the reporting person ceased to be the beneficial owner of more than five percent of the class of securities:

May 20, 2024.

SIGNATURES

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.


Date: May 21, 2024	FRAZIER LIFE SCIENCES VIII, L.P.

	By FHM Life Sciences VIII, L.P., its general partner
	By FHM Life Sciences VIII, L.L.C., its general partner

	By:	/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer


Date: May 21, 2024	FHM LIFE SCIENCES VIII, L.P.

	By FHM Life Sciences VIII, L.L.C., its general partner

	By:	/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer


Date: May 21, 2024	FRAZIER LIFE SCIENCES PUBLIC FUND L.P.

	By: FHMLSP, L.P., its General Partner
	By: FHMLSP, L.L.C., its General Partner

	By:	/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer


Date: May 21, 2024	FHMLSP, L.P.

	By: FHMLSP, L.L.C., its General Partner

	By:	/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer


Date: May 21, 2024	By:	*
		James N. Topper

Date: May 21, 2024	By:	*
		Patrick J. Heron

Date: May 21, 2024	By:	**
		Albert Cha

Date: May 21, 2024	By:	**
		James Brush

Date: May 21, 2024	By:	/s/ Steve R. Bailey
		Steve R. Bailey, as Attorney-in-Fact

*	This Schedule 13D was executed by Steve R. Bailey on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which was filed with the SEC on July 31, 2017.

**	This Schedule 13D was executed by Steve R. Bailey on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which was filed with the SEC on August 16, 2021.

SEC Form SC 13D/A filed by Alpine Immune Sciences Inc. (Amendment)