Fairmount Funds Management LLC - 25 Apr 2024 Form 4 Insider Report for Spyre Therapeutics, Inc. (SYRE)

Role
Director
Signature
/s/ Tomas Kiselak, Managing Member of Fairmount Funds Management LLC
Issuer symbol
SYRE
Transactions as of
25 Apr 2024
Net transactions value
$0
Form type
4
Filing time
25 Apr 2024, 16:55:38 UTC
Previous filing
01 Apr 2024
Next filing
16 May 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SYRE Common Stock Options Exercise $0 +3,639,680 +962% $0.000000 4,018,101 25 Apr 2024 By Fairmount Healthcare Fund II L.P. F1, F2
holding SYRE Common Stock 406,038 25 Apr 2024 By Tomas Kiselak
holding SYRE Common Stock 406,038 25 Apr 2024 By Peter Harwin

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 A Preferred Stock Options Exercise $0 -90,992 -21% $0.000000 346,045 25 Apr 2024 Common Stock 3,639,680 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 Pursuant to an Exchange Agreement between Fairmount Healthcare Fund II L.P. ("Fund II") and the Issuer dated as of April 23, 2024, Fund II exchanged 90,992 shares of Series A Non-Voting Convertible Preferred Stock ("Series A Preferred Stock") for 3,639,680 shares of Common Stock, effective on April 25, 2024.
F2 Fairmount Funds Management LLC ("Fairmount") is the investment manager for Fund II. 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.
F3 Each share of Series A Preferred Stock is convertible at the option of the holder into 40 shares of Common Stock, subject to certain beneficial ownership limitations, including that a holder of Series A Preferred Stock is prohibited from converting shares of Series A 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 9.99% of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion.

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.