SEC Form 4 · accession 0001193125-26-330506
Apnimed, Inc. · APMD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Lawrence G. Miller
Director
Period of report
Aug 3, 2026
Accepted (ET)
Aug 3, 2026 · 4:01 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001745648
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2 | Aug 3, 2026 | D | 92,431 | — | D | 0 | I | By Lawrence G. Miller Irrevocable Family Trust |
| Common StockF1,F2 | Aug 3, 2026 | A | 92,431 | — | A | 92,431 | I | By Lawrence G. Miller Irrevocable Family Trust |
| Common StockF3,F2 | Aug 3, 2026 | C | 10,845 | — | A | 103,276 | I | By Lawrence G. Miller Irrevocable Family Trust |
| Class A Common StockF1,F2 | Aug 3, 2026 | D | 88,954 | — | D | 0 | I | By Kathleen W. Miller Irrevocable Trust |
| Common StockF1,F2 | Aug 3, 2026 | A | 88,954 | — | A | 88,954 | I | By Kathleen W. Miller Irrevocable Trust |
| Class A Common StockF1,F2 | Aug 3, 2026 | D | 88,954 | — | D | 0 | I | By James S. Miller Irrevocable Trust |
| Common StockF1,F2 | Aug 3, 2026 | A | 88,954 | — | A | 88,954 | I | By James S. Miller Irrevocable Trust |
| Class A Common StockF1,F2 | Aug 3, 2026 | D | 88,954 | — | D | 0 | I | By David G. Miller Irrevocable Trust |
| Common StockF1,F2 | Aug 3, 2026 | A | 88,954 | — | A | 88,954 | I | By David G. Miller Irrevocable Trust |
| Class A Common StockF1,F2 | Aug 3, 2026 | D | 88,954 | — | D | 0 | I | By Ellen K. Williams Irrevocable Family Trust |
| Common StockF1,F2 | Aug 3, 2026 | A | 88,954 | — | A | 88,954 | I | By Ellen K. Williams Irrevocable Family Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Preferred StockF2,F1 | — | Aug 3, 2026 | C | 10,845 | D | — | — | Common Stock | 10,845 | 0 | I |
| Stock Option (Right to Buy)F4 | $1.00 | Aug 3, 2026 | D | 688,042 | D | — | Jan 29, 2029 | Class A Common Stock | 688,042 | 0 | D |
| Stock Option (Right to Buy)F4 | $1.00 | Aug 3, 2026 | A | 688,042 | A | — | Jan 29, 2029 | Common Stock | 688,042 | 688,042 | D |
| Stock Option (Right to Buy)F4 | $1.00 | Aug 3, 2026 | D | 98,843 | D | — | Jan 28, 2030 | Class A Common Stock | 98,843 | 0 | D |
| Stock Option (Right to Buy)F4 | $1.00 | Aug 3, 2026 | A | 98,843 | A | — | Jan 28, 2030 | Common Stock | 98,843 | 98,843 | D |
| Stock Option (Right to Buy)F4 | $1.06 | Aug 3, 2026 | D | 302,541 | D | — | Mar 31, 2030 | Class A Common Stock | 302,541 | 0 | D |
| Stock Option (Right to Buy)F4 | $1.06 | Aug 3, 2026 | A | 302,541 | A | — | Mar 31, 2030 | Common Stock | 302,541 | 302,541 | D |
| Stock Option (Right to Buy)F4 | $2.74 | Aug 3, 2026 | D | 333,580 | D | — | Jun 14, 2032 | Class A Common Stock | 333,580 | 0 | D |
| Stock Option (Right to Buy)F4 | $2.74 | Aug 3, 2026 | A | 333,580 | A | — | Jun 14, 2032 | Common Stock | 333,580 | 333,580 | D |
| Stock Option (Right to Buy)F5 | $4.00 | Aug 3, 2026 | D | 333,580 | D | — | Dec 22, 2032 | Class A Common Stock | 333,580 | 0 | D |
| Stock Option (Right to Buy)F5 | $4.00 | Aug 3, 2026 | A | 333,580 | A | — | Dec 22, 2032 | Common Stock | 333,580 | 333,580 | D |
| Stock Option (Right to Buy)F6 | $4.87 | Aug 3, 2026 | D | 333,580 | D | — | Mar 13, 2034 | Class A Common Stock | 333,580 | 0 | D |
| Stock Option (Right to Buy)F6 | $4.87 | Aug 3, 2026 | A | 333,580 | A | — | Mar 13, 2034 | Common Stock | 333,580 | 333,580 | D |
| Stock Option (Right to Buy)F4 | $8.88 | Aug 3, 2026 | D | 59,303 | D | — | Jul 14, 2035 | Class A Common Stock | 59,303 | 0 | D |
| Stock Option (Right to Buy)F4 | $8.88 | Aug 3, 2026 | A | 59,303 | A | — | Jul 14, 2035 | Common Stock | 59,303 | 59,303 | D |
| Stock Option (Right to Buy)F7 | $8.88 | Aug 3, 2026 | D | 25,574 | D | — | Sep 19, 2035 | Class A Common Stock | 25,574 | 0 | D |
| Stock Option (Right to Buy)F7 | $8.88 | Aug 3, 2026 | A | 25,574 | A | — | Sep 19, 2035 | Common Stock | 25,574 | 25,574 | D |
| Stock Option (Right to Buy)F8 | $8.15 | Aug 3, 2026 | D | 74,128 | D | — | Jun 1, 2036 | Class A Common Stock | 74,128 | 0 | D |
| Stock Option (Right to Buy)F8 | $8.15 | Aug 3, 2026 | A | 74,128 | A | — | Jun 1, 2036 | Common Stock | 74,128 | 74,128 | D |
Explanation of responses
- F1Pursuant to a reclassification exempt under Rule 16b-7 and Rule 16b-3, each share of Class A Common Stock was reclassified into one share of Common Stock.
- F2The Reporting Person disclaims beneficial ownership of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.
- F3Immediately prior to the Issuer's initial public offering, each share of Series A Preferred Stock automatically converted on a one-for-one basis into shares of the Issuer's Class A Common Stock. The Series A Preferred Stock has no expiration date.
- F4100% of the shares subject to the option are fully vested.
- F525% of the shares subject to such option vest and become exercisable when the Reporting Person completes twelve months of continuous service after December 22, 2022, and the remainder of the shares vest and become exercisable in substantially equal quarterly installments for a period of 36 months thereafter, subject to the Reporting Person's continuous service to the Issuer on each such date.
- F625% of the shares subject to such option vest and become exercisable when the Reporting Person completes twelve months of continuous service after December 21, 2023, and the remainder of the shares vest and become exercisable in substantially equal quarterly installments for a period of 36 months thereafter, subject to the Reporting Person's continuous service to the Issuer on each such date.
- F725% of the shares subject to such option vest and become exercisable when the Reporting Person completes twelve months of continuous service after September 17, 2025, and the remainder of the shares vest and become exercisable in substantially equal quarterly installments for a period of 36 months thereafter, subject to the Reporting Person's continuous service to the Issuer on each such date.
- F8The shares subject to such option vest and become exercisable in substantially equal monthly installments for a period of 24 months after June 1, 2026, subject to the Reporting Person's continuous service to the Issuer on each such date.