| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/13/2023 |
3. Issuer Name and Ticker or Trading Symbol
Apogee Therapeutics, Inc. [ APGE ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Non-Voting Common Stock | (1) | (1) | Common Stock | 221,426 | $0 | I | By Fairmount Healthcare Fund LP(2) |
| Non-Voting Common Stock | (1) | (1) | Common Stock | 6,521,895 | $0 | I | By Fairmount Healthcare Fund II LP(3) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. 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%. |
| 2. 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. |
| 3. 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. |
| Remarks: |
| 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. |
| /s/ Tomas Kiselak, Managing Member of Fairmount Funds Management LLC | 07/13/2023 | |
| /s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Fund LP | 07/13/2023 | |
| /s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Fund II LP | 07/13/2023 | |
| /s/ Tomas Kiselak | 07/13/2023 | |
| /s/ Peter Harwin | 07/13/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||