SEC FORM 3 SEC Form 3
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
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Shah Nimish P

(Last) (First) (Middle)
C/O APOGEE THERAPEUTICS, INC.
221 CRESCENT ST., BLDG. 17, STE. 102B

(Street)
WALTHAM MA 02453

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/13/2023
3. Issuer Name and Ticker or Trading Symbol
Apogee Therapeutics, Inc. [ APGE ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
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)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 6,743,321(2) $0 I See footnote(3)
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. 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").
3. 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
/s Jane Pritchett Henderson, as attorney-in-fact for Nimish Shah 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.