3//SEC Filing
Fairmount Healthcare Fund L.P. 3
Accession 0001104659-23-080865
CIK 0001974640other
Filed
Jul 12, 8:00 PM ET
Accepted
Jul 13, 6:39 PM ET
Size
25.3 KB
Accession
0001104659-23-080865
Insider Transaction Report
Form 3
Holdings
- (indirect: By Fairmount Healthcare Fund II LP)
Non-Voting Common Stock
Exercise: $0.00→ Common Stock (6,521,895 underlying) - (indirect: By Fairmount Healthcare Fund LP)
Non-Voting Common Stock
Exercise: $0.00→ Common Stock (221,426 underlying)
Fairmount Funds Management LLC
Director
Holdings
- (indirect: By Fairmount Healthcare Fund LP)
Non-Voting Common Stock
Exercise: $0.00→ Common Stock (221,426 underlying) - (indirect: By Fairmount Healthcare Fund II LP)
Non-Voting Common Stock
Exercise: $0.00→ Common Stock (6,521,895 underlying)
Fairmount Healthcare Fund L.P.
Director
Holdings
- (indirect: By Fairmount Healthcare Fund LP)
Non-Voting Common Stock
Exercise: $0.00→ Common Stock (221,426 underlying) - (indirect: By Fairmount Healthcare Fund II LP)
Non-Voting Common Stock
Exercise: $0.00→ Common Stock (6,521,895 underlying)
Footnotes (3)
- [F1]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%.
- [F2]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.
- [F3]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.
Issuer
Apogee Therapeutics, Inc.
CIK 0001974640
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001686157
Filing Metadata
- Form type
- 3
- Filed
- Jul 12, 8:00 PM ET
- Accepted
- Jul 13, 6:39 PM ET
- Size
- 25.3 KB