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. ☐
* 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. 03835L207
|
13D
|
Page 2 of 7
|
1.
|
Names
of Reporting Persons.
I.R.S. Identification Nos. of
above persons (entities only).
Tang Capital Partners, LP
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a) ¨
(b) ý
|
3.
|
SEC
Use Only
|
4.
|
Source
of Funds
WC
|
5.
|
Check
If Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)
o
|
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
921,336
|
9.
|
Sole
Dispositive Power
0
|
10.
|
Shared
Dispositive Power
921,336
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
921,336
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
|
13.
|
Percent
of Class Represented by Amount in Row (11)
18.8%
|
14
|
Type of Reporting
Person
PN
|
|
|
|
|
CUSIP NO. 03835L207
|
13D
|
Page 3 of 7
|
1.
|
Names
of Reporting Persons.
I.R.S. Identification Nos. of
above persons (entities only).
Tang Capital Management, LLC
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a) ¨
(b) ý
|
3.
|
SEC
Use Only
|
4.
|
Source
of Funds
WC
|
5.
|
Check
If Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)
o
|
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
921,336
|
9.
|
Sole
Dispositive Power
0
|
10.
|
Shared
Dispositive Power
921,336
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
921,336
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
|
13.
|
Percent
of Class Represented by Amount in Row (11)
18.8%
|
14
|
Type of Reporting
Person
OO
|
|
|
|
|
CUSIP NO. 03835L207
|
13D
|
Page 4 of 7
|
1.
|
Names
of Reporting Persons.
I.R.S. Identification Nos. of
above persons (entities only).
Kevin Tang
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a) ¨
(b) ý
|
3.
|
SEC
Use Only
|
4.
|
Source
of Funds
PF, WC, OO
|
5.
|
Check
If Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)
o
|
6.
|
Citizenship
or Place of Organization
United States
|
Number
of
Shares Beneficially
Owned by
Each Reporting
Person With
|
7.
|
Sole Voting
Power
0
|
8.
|
Shared
Voting Power
921,336
|
9.
|
Sole Dispositive
Power
0
|
10.
|
Shared
Dispositive Power
921,336
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
921,336
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
|
13.
|
Percent
of Class Represented by Amount in Row (11)
18.8%
|
14
|
Type of Reporting
Person
IN
|
|
|
|
|
Explanatory Note
This Statement on Schedule 13D (the “Statement” or “Schedule
13D”) relates to the common stock, par value $0.001 (the “Common Stock”), of Aptevo Therapeutics Inc., a Delaware corporation
(the “Issuer”) and amends the Schedule 13D filed on November 6, 2020 (the “Original Schedule 13D”), as amended
on November 18, 2020, February 9, 2021 and June 21, 2021 (together with the Original Schedule 13D, the “Schedule 13D”). Capitalized
terms used and not defined in this Amendment No. 4 have the meanings set forth in the Schedule 13D.
This Amendment No. 4 is being filed to amend
Item 5 of the Schedule 13D as set forth below. The percentages of beneficial ownership reported herein are based on 4,898,034 shares
of Common Stock reported to be issued and outstanding as of November 11, 2021, as set forth in the Issuer’s Quarterly Report on
Form 10-Q that was filed with the Securities and Exchange Commission on November 12, 2021.
Item 5. Interest in Securities of
the Issuer.
The information previously provided in response to Item 5 is hereby
amended and restated by replacing the text thereof in its entirety with the following:
(a) Amount beneficially
owned and percentage of class:
|
Tang Capital Partners, LP
|
|
921,336 shares, representing 18.8% of the class
|
|
Tang Capital Management, LLC
|
|
921,336 shares, representing 18.8% of the class
|
|
Kevin Tang
|
|
921,336 shares, representing 18.8% of the class
|
Tang Capital Partners, LP is the beneficial
owner of 921,336 shares of the Issuer’s Common Stock. Tang Capital Partners, LP shares voting and dispositive power over such shares
of Common Stock with Tang Capital Management, LLC and Kevin Tang.
Tang Capital Management, LLC, as the general
partner of Tang Capital Partners, LP, may be deemed to beneficially own the shares of the Issuer’s Common Stock owned by Tang
Capital Partners, LP. Tang Capital Management, LLC shares voting and dispositive power over such shares with Tang Capital Partners, LP
and Kevin Tang.
Kevin Tang, as the manager of Tang Capital
Management, LLC, may be deemed to beneficially own the shares of the Issuer’s Common Stock beneficially owned by Tang Capital Partners,
LP. Kevin Tang shares voting and dispositive power over such shares with Tang Capital Partners, LP and Tang Capital Management, LLC.
The percentages used herein are based on 4,898,034
shares of Common Stock reported to be issued and outstanding as of November 11, 2021, as set forth in the Company’s Quarterly Report
on Form 10-Q that was filed with the Securities and Exchange Commission on November 12, 2021.
(b) Voting
and disposition powers:
Sole power to vote or direct
the vote:
|
Tang Capital Partners, LP
|
0 shares
|
|
Tang Capital Management, LLC
|
0 shares
|
|
Kevin Tang
|
0 shares
|
Shared power to vote or direct
the vote:
|
Tang Capital Partners, LP
|
921,336 shares
|
|
Tang Capital Management, LLC
|
921,336 shares
|
|
Kevin Tang
|
921,336 shares
|
Sole power to dispose or
direct the disposition:
|
Tang Capital Partners, LP
|
0 shares
|
|
Tang Capital Management, LLC
|
0 shares
|
|
Kevin Tang
|
0 shares
|
Shared power to dispose or
direct the disposition:
|
Tang Capital Partners, LP
|
921,336 shares
|
|
Tang Capital Management, LLC
|
921,336 shares
|
|
Kevin Tang
|
921,336 shares
|
(c) The Reporting Persons
have engaged in the following transactions in the Issuer’s Common Stock during the last 60 days.
Entity
|
Transaction
|
Trade Date
|
Shares
|
Price/Share
|
|
|
|
|
|
Tang Capital Partners, LP
|
Sale
|
November 18, 2021
|
43,213
|
$9.38451
|
Tang Capital Partners, LP
|
Sale
|
November 18, 2021
|
152,764
|
$8.32342
|
Tang Capital Partners, LP
|
Sale
|
November 18, 2021
|
4,023
|
$8.00153
|
Tang Capital Partners, LP
|
Sale
|
November 18, 2021
|
169,533
|
$8.09474
|
Tang Capital Partners, LP
|
Sale
|
November 19, 2021
|
30,467
|
$8.01235
|
Tang Capital Partners, LP
|
Sale
|
November 19, 2021
|
183,333
|
$7.52056
|
Tang Capital Partners, LP
|
Sale
|
November 22, 2021
|
16,667
|
$7.35897
|
Tang Capital Partners, LP
|
Sale
|
November 22, 2021
|
196,281
|
$7.10818
|
Tang Capital Partners, LP
|
Sale
|
November 22, 2021
|
3,719
|
$6.66279
|
Tang Capital Partners, LP
|
Sale
|
November 22, 2021
|
38,664
|
$6.553210
|
(d) N/A.
(e) N/A.
___________________________
1
The price reported is a weighted-average price. These shares were sold
in multiple transactions at prices ranging from $9.05 to $10.05. The Reporting Persons undertake to provide the Issuer, any security holder
of the Issuer or the SEC staff, upon request, all information regarding the number of shares sold at each price within the ranges set
forth in Footnotes 1 through 10 herein.
2 The price reported is a weighted-average
price. These shares were sold in multiple transactions at prices ranging from $8.04 to $9.04.
3 The price reported is a weighted-average
price. These shares were sold in multiple transactions at prices ranging from $8.00 to $8.01.
4 The price reported is a weighted-average
price. These shares were sold in multiple transactions at prices ranging from $8.00 to $8.34.
5
The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $7.78
to $8.15.
6
The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $7.20
to $8.09.
7
The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $7.20
to $7.54.
8
The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $6.69
to $7.69.
9
The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $6.66
to $6.68.
10
The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $6.50
to $6.71.
SIGNATURES
After reasonable inquiry
and to the best of his or its knowledge and belief, each of the following Reporting Persons certifies that the information set
forth in this statement is true, complete and correct.
November 22, 2021
|
Tang Capital Partners, LP
|
|
|
|
|
|
|
|
|
|
|
By:
|
Tang Capital Management, LLC
|
|
|
|
|
|
|
By:
|
/s/ Kevin Tang
|
|
|
|
Kevin Tang, Manager
|
|
|
Tang Capital Management, LLC
|
|
|
|
|
|
|
By:
|
/s/ Kevin Tang
|
|
|
|
Kevin Tang, Manager
|
|
|
/s/ Kevin Tang
|
|
|
Kevin Tang
|
|
Page 7 of 7