SEC Form 4 · accession 0001104659-26-105119

Apogee Therapeutics, Inc. · APGE

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owners

Peter Evan Harwin

Director

Fairmount Healthcare Fund II L.P.

Director

Fairmount Funds Management LLC

Director

Tomas Kiselak

Director

Period of report

Sep 3, 2026

Accepted (ET)

Sep 3, 2026 · 5:30 pm EDT

Rule 10b5-1 plan

box not checked

Issuer CIK

0001974640

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	D/I	Nature of ownership
Common Stock^F1,F2	Sep 3, 2026	D	340,855	—	D	I	By Fairmount Healthcare Fund II LP
Common Stock^F1	Sep 3, 2026	D	51,166	—	D	I	By Tomas Kiselak
Common Stock^F1	Sep 3, 2026	D	51,166	—	D	I	By Peter Harwin

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Non-Voting Common Stock^F1,F2,F3	—	Sep 3, 2026	D	6,743,321	D	—	—	Common Stock	6,743,321	I
Stock Option (Right to Buy)^F5,F6,F4	$17.00	Sep 3, 2026	D	47,758	D	—	Jul 13, 2033	Common Stock	47,758	I
Stock Option (Right to Buy)^F5,F6,F4	$43.85	Sep 3, 2026	D	10,370	D	—	Jun 5, 2034	Common Stock	10,370	I
Stock Option (Right to Buy)^F5,F6,F4	$41.66	Sep 3, 2026	D	14,461	D	—	Jun 17, 2035	Common Stock	14,461	I
Stock Option (Right to Buy)^F5,F6,F4	$85.00	Sep 3, 2026	D	7,657	D	—	Jun 9, 2036	Common Stock	7,657	I

Explanation of responses

F1Each reported security was disposed of, pursuant to the Agreement and Plan of Merger, dated as of June 18, 2026, among Andor LLC, Andor Merger Co., the Issuer and AbbVie Inc. (the "Merger Agreement"), in exchange for a cash payment equal to $135.11 per Share without interest (the "Merger Consideration").
F2Fairmount 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.
F3The shares of non-voting common stock had no expiration date and were 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 have been changed at a holder's election upon 61 days' notice to the Issuer, provided that the percentage may not have exceeded 19.99%.
F4As contemplated by the Merger Agreement, the reported options were vested as of the date of the merger of Andor Merger Co. with and into the Issuer, with the Issuer surviving as an indirectly wholly owned subsidiary of AbbVie Inc. (the "Merger"), or became fully vested in connection with the Merger.
F5Each reported option was disposed of, pursuant to the Merger Agreement, in exchange for a cash payment equal to the excess of the Merger Consideration of $135.11 over the exercise price of such option.
F6Under Mr. Kiselak's arrangement with Fairmount, Mr. Kiselak held the options reported herein for one or more investment vehicles managed by Fairmount (each, a "Fairmount Fund"). Mr. Kiselak was obligated to turn over to Fairmount any net cash or stock received from the options for the benefit of such Fairmount Fund. Mr. Kiselak therefore disclaimed beneficial ownership of the option and underlying common stock.

Remarks

Fairmount and Fairmount Healthcare Fund II LP may each have been deemed a director by deputization of the Issuer by virtue of the fact that Tomas Kiselak served on the board of directors of the Issuer and is also a Managing Member of Fairmount.