| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | ALPN | Common Stock | Disposition pursuant to a tender of shares in a change of control transaction | -2.83M | -100% | 0 | May 18, 2024 | By Frazier Life Sciences VIII, L.P. | F1, F2, F3 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | ALPN | Stock Option (Right to buy) | Disposed to Issuer | -7.65K | -100% | 0 | May 20, 2024 | Common Stock | 7.65K | $11.31 | Direct | F4, F5, F6, F7 | ||
| transaction | ALPN | Stock Option (Right to buy) | Disposed to Issuer | -7.65K | -100% | 0 | May 20, 2024 | Common Stock | 7.65K | $4.09 | Direct | F4, F5, F6, F7 | ||
| transaction | ALPN | Stock Option (Right to buy) | Disposed to Issuer | -7.65K | -100% | 0 | May 20, 2024 | Common Stock | 7.65K | $3.62 | Direct | F4, F5, F6, F7 | ||
| transaction | ALPN | Stock Option (Right to buy) | Disposed to Issuer | -7.65K | -100% | 0 | May 20, 2024 | Common Stock | 7.65K | $13.45 | Direct | F4, F5, F6, F7 | ||
| transaction | ALPN | Stock Option (Right to buy) | Disposed to Issuer | -10K | -100% | 0 | May 20, 2024 | Common Stock | 10K | $13.89 | Direct | F4, F5, F6, F7 | ||
| transaction | ALPN | Stock Option (Right to buy) | Disposed to Issuer | -10K | -100% | 0 | May 20, 2024 | Common Stock | 10K | $7.43 | Direct | F4, F5, F6, F7 | ||
| transaction | ALPN | Stock Option (Right to buy) | Disposed to Issuer | -17.5K | -100% | 0 | May 20, 2024 | Common Stock | 17.5K | $19.00 | Direct | F4, F6, F7, F8 |
James Topper is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | 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. |
| F2 | (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. |
| F3 | 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 is one of two managing members of FHM LLC. Dr. Topper disclaims beneficial ownership of the securities held by FLS LP except for his pecuniary interest therein, if any. |
| F4 | 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. |
| F5 | The option to purchase shares of Company Common Stock (the Company Option) is fully vested and exercisable. |
| F6 | 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. |
| F7 | (Continued from Footnote 6) 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. |
| F8 | 1/12th of the shares subject to the option become vested and exercisable on February 2, 2024 and 1/12 of the shares subject to the option shall vest monthly thereafter. |