Frazier Life Sciences VIII Form 4 ALPINE IMMUNE SCIENCES / James N Topper ownership change

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

1. Name and Address of Reporting Person^*

Frazier Life Sciences VIII, L.P.

(Last)

(First)

(Middle)

C/O FRAZIER HEALTHCARE PARTNERS

601 UNION STREET, SUITE 3200

(Street)

SEATTLE

98101

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

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	09/17/2021		D		1,200,000	D	⁽¹⁾	1,371,450	D⁽²⁾

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)
Warrant (Right to Buy)	$0.001	09/17/2021		A		1,200,000		⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	Common Stock	1,200,000	$0.00	1,200,000	D⁽²⁾

1. Name and Address of Reporting Person^*

Frazier Life Sciences VIII, L.P.

(Last)

(First)

(Middle)

C/O FRAZIER HEALTHCARE PARTNERS

601 UNION STREET, SUITE 3200

(Street)

SEATTLE

98101

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

FHM LIFE SCIENCES VIII, L.L.C.

(Last)

(First)

(Middle)

C/O FRAZIER HEALTHCARE PARTNERS

601 UNION STREET, SUITE 3200

(Street)

SEATTLE

98101

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Heron Patrick J

(Last)

(First)

(Middle)

C/O FRAZIER HEALTHCARE PARTNERS

601 UNION STREET, SUITE 3200

(Street)

SEATTLE

98101

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Topper James N

(Last)

(First)

(Middle)

C/O FRAZIER HEALTHCARE PARTNERS

601 UNION STREET, SUITE 3200

(Street)

SEATTLE

98101

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

FHM LIFE SCIENCES VIII, L.P.

(Last)

(First)

(Middle)

C/O FRAZIER HEALTHCARE PARTNERS

601 UNION STREET, SUITE 3200

(Street)

SEATTLE

98101

(City)

(State)

(Zip)

Explanation of Responses:

1. Frazier Life Sciences VIII, L.P. entered into an Exchange Agreement with the Issuer pursuant to which, Frazier Life Sciences VIII, L.P. exchanged, on a 1:1 basis, 1,200,000 shares of the Issuer's Common Stock for a prefunded warrant to purchase 1,200,000 shares of the Issuer's Common Stock at an exercise price of $0.001 per share (the "Pre-Funded Warrant").

2. The reportable securities are held directly by Frazier Life Sciences VIII, L.P. ("FLS LP"). FHM Life Sciences VIII, L.P. ("FHM LP") is the general partner of FLS LP. FHM Life Sciences VIII, L.L.C. ("FHM LLC") is the general partner of FHM LP. James N. Topper and Patrick J. Heron are the sole managing members of FHM LLC. Mr. Topper, Mr. Heron, FHM LP and FHM LLC disclaims beneficial ownership of the securities held by FLS LP except, to the extent of his or its pecuniary interest therein, if any.

3. The Pre-Funded Warrant has no expiration date and is exercisable immediately. Notwithstanding the foregoing, the Reporting Person shall not be entitled to exercise the Pre-Funded Warrant if it would cause (i) the aggregate number of shares of Common Stock beneficially owned by the Reporting Person, its affiliates and any persons who are members of a Section 13(d) group with the Reporting Person or its affiliates to exceed 9.99% (the "Maximum Percentage") of the total number of issued and outstanding shares of Common Stock of the Issuer following such exercise, or (ii) the combined voting power of the securities of the Issuer beneficially owned by the Reporting Person and its affiliates and any other persons who are members of a Section 13(d) group with the Reporting Person or its affiliates to exceed the Maximum Percentage of the combined voting power of all of the securities of the Issuer then outstanding following such exercise.

4. The Maximum Percentage can be changed by the holder upon 61 days notice to the Issuer.

Remarks:

	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 Bailey, Chief Financial Officer	09/21/2021
	FHM Life Sciences VIII, L.L.C. By: /s/ Steve Bailey	09/21/2021
	/s/ Steve Bailey, Attorney-in-Fact for Patrick J. Heron	09/21/2021
	/s/ Steve Bailey, Attorney-in-Fact for James N. Topper	09/21/2021
	FHM Life Sciences VIII, L.P. By: FHM Life Sciences VIII, L.L.C., its general partner, By: /s/ Steve Bailey, Chief Financial Officer	09/21/2021
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Frazier Life Sciences VIII Form 4ALPINE IMMUNE SCIENCES / James N Topper ownership change