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4//SEC Filing

Harwin Peter Evan 4

Accession 0001104659-26-005921

CIK 0001974640other

Filed

Jan 21, 7:00 PM ET

Accepted

Jan 22, 8:07 PM ET

Size

14.3 KB

Accession

0001104659-26-005921

Research Summary

AI-generated summary of this filing

Updated

Apogee Therapeutics (APGE) Directors & Related Fund Sell 1.75M Shares Each

What Happened
Multiple related parties tied to Apogee Therapeutics reported sales on 2026-01-22. Fairmount Funds Management LLC (investment manager), Fairmount Healthcare Fund II L.P. (the fund), and two directors — Tomas Kiselak and Peter Harwin — each disposed of 1,750,000 shares at $76.30 per share. Each reported sale equals $133,525,000 in proceeds. These transactions are sales (not purchases) and therefore are not a direct bullish signal; they represent dispositions of non‑voting common stock that are convertible into voting common stock under specified limits.

Key Details

  • Transaction date: 2026-01-22; price: $76.30 per share.
  • Reported quantity per reporting party: 1,750,000 shares; proceeds per reporting party: $133,525,000.
  • Shares owned after transaction: Not reported in the materials provided.
  • Footnote highlights:
    • F1: Fairmount Funds Management LLC is the investment manager for Fairmount Healthcare Fund II L.P.; Peter Harwin and Tomas Kiselak are managers of Fairmount. Fairmount, Mr. Harwin, and Mr. Kiselak disclaim beneficial ownership except for any pecuniary interest.
    • F2: The sold securities were non‑voting common stock convertible 1‑for‑1 into voting common stock, subject to conversion caps (generally a 9.99% ownership cap unless changed with notice, up to 19.99%).
  • Filing timeliness: Reported and filed with a report date of 2026-01-22 (no late‑filing indication in the provided data).
  • No indication in the filing of a 10b5-1 plan, cashless exercise, gift, or tax‑withholding disposition method.

Context: These entries reflect institutional/fund and director‑linked sales rather than an executive purchase. Because of the reporting relationships (manager, fund, and directors), some entries may reflect related parties rather than strictly independent sellers; avoid inferring company outlook solely from this routine reporting.

Insider Transaction Report

Form 4
Period: 2026-01-22
Transactions
  • Sale

    Common Stock

    [F1]
    2026-01-22$76.30/sh1,750,000$133,525,000298,647 total(indirect: By Fairmount Healthcare Fund II LP)
Holdings
  • Common Stock

    (indirect: By Tomas Kiselak)
    51,166
  • Common Stock

    (indirect: By Peter Harwin)
    51,166
  • Non-Voting Common Stock

    [F2][F1]
    (indirect: By Fairmount Healthcare Fund II LP)
    Common Stock (6,743,321 underlying)
    6,743,321
Transactions
  • Sale

    Common Stock

    [F1]
    2026-01-22$76.30/sh1,750,000$133,525,000298,647 total(indirect: By Fairmount Healthcare Fund II LP)
Holdings
  • Common Stock

    (indirect: By Tomas Kiselak)
    51,166
  • Common Stock

    (indirect: By Peter Harwin)
    51,166
  • Non-Voting Common Stock

    [F2][F1]
    (indirect: By Fairmount Healthcare Fund II LP)
    Common Stock (6,743,321 underlying)
    6,743,321
Transactions
  • Sale

    Common Stock

    [F1]
    2026-01-22$76.30/sh1,750,000$133,525,000298,647 total(indirect: By Fairmount Healthcare Fund II LP)
Holdings
  • Common Stock

    (indirect: By Tomas Kiselak)
    51,166
  • Common Stock

    (indirect: By Peter Harwin)
    51,166
  • Non-Voting Common Stock

    [F2][F1]
    (indirect: By Fairmount Healthcare Fund II LP)
    Common Stock (6,743,321 underlying)
    6,743,321
Transactions
  • Sale

    Common Stock

    [F1]
    2026-01-22$76.30/sh1,750,000$133,525,000298,647 total(indirect: By Fairmount Healthcare Fund II LP)
Holdings
  • Common Stock

    (indirect: By Tomas Kiselak)
    51,166
  • Common Stock

    (indirect: By Peter Harwin)
    51,166
  • Non-Voting Common Stock

    [F2][F1]
    (indirect: By Fairmount Healthcare Fund II LP)
    Common Stock (6,743,321 underlying)
    6,743,321
Footnotes (2)
  • [F1]Fairmount Funds Management LLC ("Fairmount") is the investment manager for Fairmount Healthcare Fund II L.P. The managers of Fairmount are Peter Harwin and Tomas Kiselak. Fairmount, Mr. Harwin, and Mr. Kiselak disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.
  • [F2]The shares of 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 shares of common stock of the Issuer 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%.

Issuer

Apogee Therapeutics, Inc.

CIK 0001974640

Entity typeother

Related Parties

1
  • filerCIK 0001663607

Filing Metadata

Form type
4
Filed
Jan 21, 7:00 PM ET
Accepted
Jan 22, 8:07 PM ET
Size
14.3 KB