Nimish Shah - Jul 13, 2023 Form 4 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 $: $29,750,000
Form type: 4
Date filed: 7/17/2023, 08:00 PM
Next filing: Jun 7, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	APGE	Common Stock	Purchase	$29.8M	+1.75M		$17.00	1.75M	Jul 13, 2023	See footnote	F1, F2

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	F3, F4

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

Explanation of Responses:

Id	Content
F1	Consists of (i) 460,075 shares purchased by Venrock Healthcare Capital Partners III, L.P. ("VHCP III"), (ii) 46,025 shares purchased by VHCP Co-Investment Holdings III, LLC ("VHCP Co-3") and (iii) 1,243,900 shares purchased by Venrock Healthcare Capital Partners EG, L.P. ("VHCP EG").
F2	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.
F3	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.
F4	Under an agreement between the reporting person and VR Management, LLC (the "Management Company"), the reporting person is deemed to hold the reported option and the shares underlying the option for the sole benefit of the Management Company and must exercise the reported option solely upon the direction of the Management Company, which is entitled to the shares underlying the option. The Management Company may be deemed the indirect beneficial owner of the shares underlying the option, and the reporting person may be deemed the indirect beneficial owner of the reported shares underlying the option through his interest in the Management Company. The reporting person disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein.