Fairmount Funds Management LLC - Dec 7, 2023 Form 4 Insider Report for Spyre Therapeutics, Inc. (SYRE)

Role: Director, 10%+ Owner
Signature: /s/ Tomas Kiselak, Managing Member of Fairmount Funds Management LLC
Stock symbol: SYRE
Transactions as of: Dec 7, 2023
Transactions value $: $10,000,200
Form type: 4
Date filed: 12/11/2023, 05:41 PM
Previous filing: Nov 28, 2023
Next filing: Dec 29, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	SYRE	Series B Preferred Stock	Award	$10M	+16.7K		$600.00^*	16.7K	Dec 7, 2023	Common Stock	667K		By Fairmount Healthcare Fund II L.P.	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Following stockholder approval of the conversion of the Series B non-voting convertible preferred stock (the "Series B Preferred Stock") into shares of Common Stock, each share of Series B Preferred Stock will automatically convert into 40 shares of Common Stock, subject to certain limitations, including that a holder of Series B Preferred Stock is prohibited from converting shares of Series B Preferred Stock into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than 0.00% of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion.
F2	The shares of Series B Preferred Stock were purchased from the Issuer in a private placement, which transaction is exempt from Section 16(b) in accordance with Rule 16b-3(d)(1) promulgated under the Securities Exchange Act of 1934, as amended.
F3	Fairmount Funds Management LLC ("Fairmount") is the investment manager for Fairmount Healthcare Fund II L.P. The general partner of Fairmount is Fairmount Funds Management GP LLC ("Fairmount GP"), of which Peter Harwin and Tomas Kiselak are the managing members. Fairmount, Fairmount GP, Mr. Harwin, and Mr. Kiselak disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.

Remarks:

The Reporting Persons may each be deemed a director by deputization of Issuer by virtue of the fact that each of Peter Harwin and Tomas Kiselak serve on the board of directors of Issuer and are also each a Managing Member of Fairmount Funds Management LLC.