Nimish Shah - Jul 13, 2023 Form 3 Insider Report for Apogee Therapeutics, Inc. (APGE)

Role
Director
Signature
/s Jane Pritchett Henderson, as attorney-in-fact for Nimish Shah
Stock symbol
APGE
Transactions as of
Jul 13, 2023
Transactions value $
$0
Form type
3
Date filed
7/13/2023, 06:39 PM
Next filing
Jun 7, 2024

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
holding APGE Non-Voting Common Stock Jul 13, 2023 Common Stock 6.74M $0.00 See footnote F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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 Consists of (i) 2,495,319 shares held directly by Venrock Healthcare Capital Partners III, L.P. ("VHCP III"), (ii) 249,522 shares held directly by VHCP Co-Investment Holdings III, LLC ("VHCP Co-3") and (iii) 3,998,480 shares held directly by Venrock Healthcare Capital Partners EG, L.P. ("VHCP EG").
F3 VHCP Management III, LLC ("VHCPM III") is the general partner of VHCP III and the manager of VHCP Co-3. VHCP Management EG, LLC ("VHCPM EG") is the general partner of VHCP EG. Dr. Bong Koh and Mr. Shah are the voting members of VHCPM III and VHCPM EG. Dr. Koh, Mr. Shah, VHCPM III and VHCPM EG expressly disclaim beneficial ownership over all shares held by VHCP III, VHCP Co-3 and VHCP EG except to the extent of their indirect pecuniary interests therein.

Remarks:

Exhibit 24 - Power of Attorney