Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
holding | APGE | Non-Voting Common Stock | Jul 13, 2023 | Common Stock | 221K | $0.00 | By Fairmount Healthcare Fund LP | F1, F2 | ||||||
holding | APGE | Non-Voting Common Stock | Jul 13, 2023 | Common Stock | 6.52M | $0.00 | By Fairmount Healthcare Fund II LP | F1, F3 |
Id | Content |
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F1 | The Non-Voting Common Stock have no expiration date and are convertible in accordance with the terms of the Issuer's Amended and Restated Certificate of Incorporation at any time at the option of the holder into common stock of the Issuer ("Common Stock") on a 1-for-1 basis without consideration to the extent that after giving effect to such conversion the holders thereof, together with their affiliates and any members of a Section 13(d) group with such holders, would beneficially own, for purposes of Rule 13d-3 under the Securities Act of 1934, as amended, no more than 9.99% of the outstanding shares of Common Stock immediately prior to and following such conversion, which percentage may be changed at a holder's election upon 61 days' notice to the Issuer, provided that the percentage may not exceed 19.99%. |
F2 | Fairmount Funds Management LLC and Fairmount Healthcare Fund GP LLC have voting power and investment power over the shares of Non-Voting Common Stock held by Fairmount Healthcare Fund LP ("Fund I"). Peter Harwin and Tomas Kiselak are the Managing Members of Fairmount Healthcare Fund GP LLC. Fairmount Funds Management LLC, Fairmount Healthcare Fund GP LLC, Mr. Harwin, and Mr. Kiselak disclaim beneficial ownership of any of the securities held by Fund I for purposes of Rule 16a-1(a)(2), except to the extent of their pecuniary interest therein. |
F3 | Fairmount Funds Management LLC and Fairmount Healthcare Fund II GP LLC have voting power and investment power over the shares of Non-Voting Common Stock held by Fairmount Healthcare Fund II LP ("Fund II"). Peter Harwin and Tomas Kiselak are the Managing Members of Fairmount Healthcare Fund II GP LLC. Fairmount Funds Management LLC, Fairmount Healthcare Fund II GP LLC, Mr. Harwin, and Mr. Kiselak disclaim beneficial ownership of any of the securities held by Fund II for purposes of Rule 16a-1(a)(2), except to the extent of their pecuniary interest therein. |
Fairmount Funds Management LLC, Fairmount Healthcare Fund LP and Fairmount Healthcare Fund II LP 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.