Fairmount Funds Management LLC - Jul 13, 2023 Form 4 Insider Report for Apogee Therapeutics, Inc. (APGE)

Role
Director
Signature
/s/ Tomas Kiselak, Managing Member of Fairmount Funds Management LLC
Stock symbol
APGE
Transactions as of
Jul 13, 2023
Transactions value $
$49,999,992
Form type
4
Date filed
7/17/2023, 08:00 PM
Previous filing
Jun 30, 2023
Next filing
Sep 13, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction APGE Common Stock Purchase $951K +55.9K $17.00 55.9K Jul 13, 2023 By Fairmount Healthcare Fund LP F1
transaction APGE Common Stock Purchase $33.9M +1.99M $17.00 1.99M Jul 13, 2023 By Fairmount Healthcare Fund II LP F1
transaction APGE Common Stock Purchase $15.2M +893K $17.00 893K Jul 13, 2023 By Fairmount Healthcare Co-Invest II LP F1

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 APGE Stock Option (Right to Buy) Award $0 +47.8K $0.00 47.8K Jul 13, 2023 Common Stock 47.8K $17.00 Direct F2, F3
transaction APGE Stock Option (Right to Buy) Award $0 +47.8K $0.00 47.8K Jul 13, 2023 Common Stock 47.8K $17.00 Direct F2, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Fairmount Funds Management LLC ("Fairmount") is the investment manager for Fairmount Healthcare Fund LP, Fairmount Healthcare Fund II LP and Fairmount Healthcare Co-Invest II LP. 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.
F2 This option represents the right to purchase 47,758 shares of the Issuer's common stock, and will vest in three approximately equal annual installments beginning on the first anniversary of the grant date.
F3 Under Mr. Harwin's arrangement with Fairmount, Mr. Harwin holds the option for one or more investment vehicles managed by Fairmount (each, a "Fairmount Fund"). Mr. Harwin is obligated to turn over to Fairmount any net cash or stock received from the option for the benefit of such Fairmount Fund. Mr. Harwin therefore disclaims beneficial ownership of the option and underlying common stock.
F4 Under Mr. Kiselak's arrangement with Fairmount, Mr. Kiselak holds the option for one or more Fairmount Funds. Mr. Kiselak is obligated to turn over to Fairmount any net cash or stock received from the option for the benefit of such Fairmount Fund. Mr. Kiselak therefore disclaims beneficial ownership of the option and underlying common stock.

Remarks:

Fairmount, Fairmount Healthcare Fund LP, Fairmount Healthcare Fund II LP and Fairmount Healthcare Co-Invest II LP may each be deemed a director by deputization of the Issuer by virtue of the fact that each of Peter Harwin and Tomas Kiselak serve on the board of directors of the Issuer and are also each a Managing Member of Fairmount.