0001104659-23-081729.txt : 20230717 0001104659-23-081729.hdr.sgml : 20230717 20230717200023 ACCESSION NUMBER: 0001104659-23-081729 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230713 FILED AS OF DATE: 20230717 DATE AS OF CHANGE: 20230717 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Harwin Peter Evan CENTRAL INDEX KEY: 0001663607 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41740 FILM NUMBER: 231092697 MAIL ADDRESS: STREET 1: 2001 MARKET STREET STREET 2: SUITE 2500 CITY: PHILADELPHIA STATE: PA ZIP: 19103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fairmount Healthcare Fund L.P. CENTRAL INDEX KEY: 0001686157 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41740 FILM NUMBER: 231092701 BUSINESS ADDRESS: STREET 1: 2001 MARKET STREET STREET 2: SUITE 2500 CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: (267) 760-4066 MAIL ADDRESS: STREET 1: 2001 MARKET STREET STREET 2: SUITE 2500 CITY: PHILADELPHIA STATE: PA ZIP: 19103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fairmount Healthcare Fund II L.P. CENTRAL INDEX KEY: 0001769651 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41740 FILM NUMBER: 231092700 BUSINESS ADDRESS: STREET 1: 200 BARR HARBOR DRIVE STREET 2: SUITE 400 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428 BUSINESS PHONE: (267) 760-4066 MAIL ADDRESS: STREET 1: 200 BARR HARBOR DRIVE STREET 2: SUITE 400 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fairmount Healthcare Co-Invest II L.P. CENTRAL INDEX KEY: 0001982189 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41740 FILM NUMBER: 231092699 BUSINESS ADDRESS: STREET 1: 200 BARR HARBOR DRIVE STREET 2: SUITE 400 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428 BUSINESS PHONE: 267-262-5300 MAIL ADDRESS: STREET 1: 200 BARR HARBOR DRIVE STREET 2: SUITE 400 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kiselak Tomas CENTRAL INDEX KEY: 0001830177 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41740 FILM NUMBER: 231092698 MAIL ADDRESS: STREET 1: 2001 MARKET STREET, SUITE 2500 CITY: PHILADELPHIA STATE: PA ZIP: 19103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fairmount Funds Management LLC CENTRAL INDEX KEY: 0001802528 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41740 FILM NUMBER: 231092702 BUSINESS ADDRESS: STREET 1: 200 BARR HARBOR DRIVE STREET 2: SUITE 400 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428 BUSINESS PHONE: 267-262-5300 MAIL ADDRESS: STREET 1: 200 BARR HARBOR DRIVE STREET 2: SUITE 400 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Apogee Therapeutics, Inc. CENTRAL INDEX KEY: 0001974640 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 880588063 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 221 CRESCENT ST. STREET 2: BUILDING 17, SUITE 102B CITY: WALTHAM STATE: MA ZIP: 02453 BUSINESS PHONE: 650-394-5230 MAIL ADDRESS: STREET 1: 221 CRESCENT ST. STREET 2: BUILDING 17, SUITE 102B CITY: WALTHAM STATE: MA ZIP: 02453 FORMER COMPANY: FORMER CONFORMED NAME: Apogee Therapeutics, LLC DATE OF NAME CHANGE: 20230420 4 1 tm2321456-6_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2023-07-13 0 0001974640 Apogee Therapeutics, Inc. APGE 0001802528 Fairmount Funds Management LLC 200 BARR HARBOR DRIVE SUITE 400 WEST CONSHOHOCKEN PA 19428 1 0 0 0 0001686157 Fairmount Healthcare Fund L.P. 2001 MARKET STREET SUITE 2500 PHILADELPHIA PA 19103 1 0 0 0 0001769651 Fairmount Healthcare Fund II L.P. 200 BARR HARBOR DRIVE SUITE 400 WEST CONSHOHOCKEN PA 19428 1 0 0 0 0001982189 Fairmount Healthcare Co-Invest II L.P. 200 BARR HARBOR DRIVE SUITE 400 WEST CONSHOHOCKEN PA 19428 1 0 0 0 0001830177 Kiselak Tomas 2001 MARKET STREET SUITE 2500 PHILADELPHIA PA 19103 1 0 0 0 0001663607 Harwin Peter Evan 2001 MARKET STREET SUITE 2500 PHILADELPHIA PA 19103 1 0 0 0 0 Common Stock 2023-07-13 4 P 0 55913 17.00 A 55913 I By Fairmount Healthcare Fund LP Common Stock 2023-07-13 4 P 0 1992734 17.00 A 1992734 I By Fairmount Healthcare Fund II LP Common Stock 2023-07-13 4 P 0 892529 17.00 A 892529 I By Fairmount Healthcare Co-Invest II LP Stock Option (Right to Buy) 17.00 2023-07-13 4 A 0 47758 0.00 A 2033-07-13 Common Stock 47758 47758 D Stock Option (Right to Buy) 17.00 2023-07-13 4 A 0 47758 0.00 A 2033-07-13 Common Stock 47758 47758 D 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. 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. 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. 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. 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 2023-07-17 /s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Fund LP 2023-07-17 /s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Fund II LP 2023-07-17 /s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Co-Invest II LP 2023-07-17 /s/ Tomas Kiselak 2023-07-17 /s/ Peter Harwin 2023-07-17