Apogee Therapeutics, Inc. — Director's Dealing 2023

Jul 18, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Apogee Therapeutics, Inc. (APGE)
CIK: 0001974640
Period of Report: 2023-07-13

Reporting Person: Fairmount Funds Management LLC (Director)
Reporting Person: Fairmount Healthcare Fund L.P. (Director)
Reporting Person: Fairmount Healthcare Fund II L.P. (Director)
Reporting Person: Fairmount Healthcare Co-Invest II L.P. (Director)
Reporting Person: Kiselak Tomas (Director)
Reporting Person: Harwin Peter Evan (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-07-13	Common Stock	P	55913	$17.00	Acquired	55913	Indirect
2023-07-13	Common Stock	P	1992734	$17.00	Acquired	1992734	Indirect
2023-07-13	Common Stock	P	892529	$17.00	Acquired	892529	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-07-13	Stock Option (Right to Buy)	$17.00	A	47758	Acquired	2033-07-13	Common Stock (47758)	Direct
2023-07-13	Stock Option (Right to Buy)	$17.00	A	47758	Acquired	2033-07-13	Common Stock (47758)	Direct

Footnotes

F1: 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.

F2: 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.

F3: 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.

F4: 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.