SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Fairmount Funds Management LLC

(Last) (First) (Middle)
200 BARR HARBOR DRIVE
SUITE 400

(Street)
WEST CONSHOHOCKEN PA 19428

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Apogee Therapeutics, Inc. [ APGE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/13/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/13/2023 P 55,913 A $17 55,913 I By Fairmount Healthcare Fund LP(1)
Common Stock 07/13/2023 P 1,992,734 A $17 1,992,734 I By Fairmount Healthcare Fund II LP(1)
Common Stock 07/13/2023 P 892,529 A $17 892,529 I By Fairmount Healthcare Co-Invest II LP(1)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $17 07/13/2023 A 47,758 (2) 07/13/2033 Common Stock 47,758 $0.00 47,758 D(3)
Stock Option (Right to Buy) $17 07/13/2023 A 47,758 (2) 07/13/2033 Common Stock 47,758 $0.00 47,758 D(4)
1. Name and Address of Reporting Person*
Fairmount Funds Management LLC

(Last) (First) (Middle)
200 BARR HARBOR DRIVE
SUITE 400

(Street)
WEST CONSHOHOCKEN PA 19428

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Fairmount Healthcare Fund L.P.

(Last) (First) (Middle)
2001 MARKET STREET
SUITE 2500

(Street)
PHILADELPHIA PA 19103

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Fairmount Healthcare Fund II L.P.

(Last) (First) (Middle)
200 BARR HARBOR DRIVE
SUITE 400

(Street)
WEST CONSHOHOCKEN PA 19428

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Fairmount Healthcare Co-Invest II L.P.

(Last) (First) (Middle)
200 BARR HARBOR DRIVE
SUITE 400

(Street)
WEST CONSHOHOCKEN PA 19428

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Kiselak Tomas

(Last) (First) (Middle)
2001 MARKET STREET
SUITE 2500

(Street)
PHILADELPHIA PA 19103

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Harwin Peter Evan

(Last) (First) (Middle)
2001 MARKET STREET
SUITE 2500

(Street)
PHILADELPHIA PA 19103

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. 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.
2. 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.
3. 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.
4. 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.
/s/ Tomas Kiselak, Managing Member of Fairmount Funds Management LLC 07/17/2023
/s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Fund LP 07/17/2023
/s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Fund II LP 07/17/2023
/s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Co-Invest II LP 07/17/2023
/s/ Tomas Kiselak 07/17/2023
/s/ Peter Harwin 07/17/2023
** 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 4 (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).
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