Sec Form 4 Filing - Frazier Life Sciences VIII, L.P. @ ALPINE IMMUNE SCIENCES, INC. - 2021-09-17

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Frazier Life Sciences VIII, L.P.
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)
(Last) (First) (Middle)
C/O FRAZIER HEALTHCARE PARTNERS, 601 UNION STREET, SUITE 3200
3. Date of Earliest Transaction (MM/DD/YY)
09/17/2021
(Street)
SEATTLE, WA98101
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 09/17/2021 D 1,200,000 D 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant (Right to Buy) $ 0.001 09/17/2021 A 1,200,000 ( 3 )( 4 ) ( 3 )( 4 ) Common Stock 1,200,000 $ 0 1,200,000 D ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Frazier Life Sciences VIII, L.P.
C/O FRAZIER HEALTHCARE PARTNERS
601 UNION STREET, SUITE 3200
SEATTLE, WA98101
X
FHM LIFE SCIENCES VIII, L.L.C.
C/O FRAZIER HEALTHCARE PARTNERS
601 UNION STREET, SUITE 3200
SEATTLE, WA98101
X
Heron Patrick J
C/O FRAZIER HEALTHCARE PARTNERS
601 UNION STREET, SUITE 3200
SEATTLE, WA98101
X
Topper James N
C/O FRAZIER HEALTHCARE PARTNERS
601 UNION STREET, SUITE 3200
SEATTLE, WA98101
X X
FHM LIFE SCIENCES VIII, L.P.
C/O FRAZIER HEALTHCARE PARTNERS
601 UNION STREET, SUITE 3200
SEATTLE, WA98101
X
Signatures
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
Signature of Reporting Person Date
FHM Life Sciences VIII, L.L.C. By: /s/ Steve Bailey 09/21/2021
Signature of Reporting Person Date
/s/ Steve Bailey, Attorney-in-Fact for Patrick J. Heron 09/21/2021
Signature of Reporting Person Date
/s/ Steve Bailey, Attorney-in-Fact for James N. Topper 09/21/2021
Signature of Reporting Person Date
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
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.

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