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