Apogee Therapeutics, Inc.
9.99%
6,047,027
1974640
03770N101
Jan 21, 2026
Jan 22, 2026, 08:00 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% | 6,047,027 | 93,374 | 5,953,653 |
| Tomas Kiselak | Individual | 9.99% | 6,047,027 | 93,374 | 5,953,653 |
| Fairmount Funds Management LLC | Investment Adviser | 9.82% | 5,948,385 | 0 | 5,948,385 |
| Fairmount Healthcare Fund II L.P. | Partnership | 9.82% | 5,948,385 | 0 | 5,948,385 |
Disclosure Items (4)
Common Stock, $0.00001 par value
Apogee Therapeutics, Inc.
221 Crescent Street, Waltham, MA, 02453
The information in rows 11 and 13 of each of the cover pages (including the explanatory note in the "Comments") of this Amendment No. 4 is incorporated by reference herein.
The information in rows 7 through 10 of each of the cover pages of this Amendment No. 4 is incorporated by reference herein. In the aggregate, the Reporting Persons have voting and dispositive power over 6,031,979 shares of Common Stock, which is comprised of the following: (i) 298,647 shares of Common Stock held by Fund II; (ii) 5,546,584 shares of Common Stock issuable upon conversion of 5,546,584 shares of Non-Voting Common Stock, held by Fund II, reflecting the beneficial ownership limitation of 9.99% of the outstanding Common Stock; (iii) 51,166 shares of Common Stock held by Mr. Harwin; (iv) 42,208 shares of Common Stock underlying vested options held by Mr. Harwin; (v) 51,166 shares of Common Stock held by Mr. Kiselak; and (vi) 42,208 shares of Common Stock underlying vested options held by Mr. Kiselak. In total, the Fund II currently owns 6,743,321 shares of Non-Voting Common Stock.
Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows: On January 22, 2026, Fund II sold in a block trade a total of 1,750,000 shares of Common Stock at a price of $76.30 per share.
Company Stock Options On June 17, 2025, in their respective capacities as members of the Company's board of directors, Mr. Harwin and Mr. Kiselak were each granted stock options by the Company representing the right to purchase 14,461 shares of Common Stock. The options will vest on the one-year anniversary of the grant date, subject to Mr. Harwin and Mr. Kiselak's continued service to the Company on such vesting date. Under Mr. Harwin's and Mr. Kiselak's respective arrangements with Fairmount Funds Management, Mr. Harwin and Mr. Kiselak hold the options for one or more Fairmount Funds and are obligated to turn over to Fairmount Funds Management any net cash or stock received from the option for the benefit of such Fairmount Fund. Mr. Harwin and Mr. Kiselak therefore each disclaim beneficial ownership of their respective options and underlying common stock.
99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to the Schedule 13D filed with the SEC on October 14, 2025)