Apogee Therapeutics, Inc.
9.99%
5,776,881
1974640
03770N101
Oct 9, 2025
Oct 14, 2025, 07:11 PM
Reporting Persons (4)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Peter Evan Harwin | Individual | 9.99% | 5,776,881 | 93,374 | 5,683,507 |
| Tomas Kiselak | Individual | 9.99% | 5,776,881 | 93,374 | 5,683,507 |
| Fairmount Funds Management LLC | Investment Adviser | 9.81% | 5,678,239 | 0 | 5,678,239 |
| Fairmount Healthcare Fund II L.P. | Partnership | 9.81% | 5,678,239 | 0 | 5,678,239 |
Disclosure Items (5)
Common Stock, $0.00001 par value
Apogee Therapeutics, Inc.
221 Crescent Street, Waltham, MA, 02453
Item 2(a) of the Statement is hereby amended in its entirety as follows: This Schedule 13D is being filed jointly by (1) Fairmount; (2) Fund II; (3) Peter Harwin; and (4) Tomas Kiselak (Fairmount, Fund II, Mr. Harwin, and Mr. Kiselak are collectively referred to herein as the "Reporting Persons"). The joint filing agreement of the Reporting Persons is attached as Exhibit 99.1 to this Schedule 13D. Fairmount serves as investment manager for Fund II and may be deemed a beneficial owner, for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the "Act"), of any securities of the Company held by Fund II. Fund II has delegated to Fairmount the sole power to vote and the sole power to dispose of all securities held in Fund II's portfolio, including the shares of Common Stock reported herein. Because Fund II has divested itself of voting and investment power over the reported securities it holds and may not revoke that delegation on less than 61 days' notice, Fund II disclaims beneficial ownership of the securities it holds for purposes of Section 13(d) of the Act and therefore disclaim any obligation to report ownership of the reported securities under Section 13(d) of the Act. As managers of Fairmount, Mr. Harwin and Mr. Kiselak may be deemed beneficial owners, for purposes of Section 13(d) of the Act, of any securities of the Company beneficially owned by Fairmount. Fairmount, Mr. Harwin and Mr. Kiselak disclaim beneficial ownership of the securities reported in this Schedule 13D other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of this Schedule 13D shall not be deemed an admission that any of Fairmount, Mr. Harwin or Mr. Kiselak is the beneficial owner of such securities for any other purpose.
Item 2(c) of the Statement is hereby amended in its entirety as follows: The principal business of Fairmount is to provide discretionary investment management services to qualified investors through Fund II, a private pooled investment vehicle. The principal occupation of Mr. Harwin and Mr. Kiselak is investment management.
The information in rows 11 and 13 of each of the cover pages (including the explanatory note in the "Comments") of this Amendment No. 1 is incorporated by reference herein.
The information in rows 7 through 10 of each of the cover pages of this Amendment No. 3 is incorporated by reference herein.
None
Fairmount is the investment manager to Fund II has voting and dispositive power over shares of Common Stock held on behalf of Fund II.
Lock-Up Agreement In connection with the Company's underwritten public offering of common stock and pre-funded warrants that closed on October 10, 2025, the Fund II entered into a customary lock-up letter agreement (the "Lock-Up Agreement") with Jefferies LLC, as representative of the several underwriters party to an underwriting agreement with the Company. Pursuant to the Lock-Up Agreement, Fund II agreed to refrain from selling shares of the Company's securities without the consent of Jefferies LLC, and other customary lock-up conditions, for a period of 60 days from the date of the Company's final prospectus supplement related to the offering. The Reporting Persons did not purchase any securities of the Company or otherwise participate in the offering. The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the form of the Lock-Up Agreement, which is filed as Exhibit 99.2 to this Schedule 13D and incorporated herein by reference.
99.1 Joint Filing Agreement 99.2 Lock-Up Agreement (incorporated by reference to Exhibit A to the Underwriting Agreement filed as Exhibit 1.1 of the Company's Form 8-K filed with the SEC on October 10, 2025).