13D Filings
Apogee Therapeutics, Inc.
APGE
Amendment
Ownership

0.00%

Total Shares

0

Issuer CIK

1974640

Event Date

Sep 2, 2026

Accepted

Sep 3, 2026, 05:31 PM

Reporting Persons (4)
Joint Filing

This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.

NameType% of ClassAggregateSole VotingShared Voting
Fairmount Funds Management LLC
Investment Adviser
0.00%000
Fairmount Healthcare Fund II L.P.
Partnership
0.00%000
Peter Evan Harwin
Individual
0.00%000
Tomas Kiselak
Individual
0.00%000
Disclosure Items (5)

Security Title

Common Stock, $0.00001 par value

Issuer Name

Apogee Therapeutics, Inc.

Issuer Address

221 Crescent Street, Waltham, MA, 02453

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof: Consummation of Merger On September 3, 2026, the merger (the "Merger") contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated June 18, 2026, among Andor LLC ("Parent"), a Delaware limited liability company and a wholly owned subsidiary of AbbVie Inc. ("Guarantor"), Andor Merger Co. ("Merger Sub"), a Delaware corporation and a wholly owned subsidiary of Parent, the Company and Guarantor (solely for limited purposes), was consummated. Pursuant to the Merger Agreement, Merger Sub was merged with and into the Company, with the Company surviving the Merger as a wholly-owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each share of Common Stock and Non-Voting Common Stock owned by the Reporting Persons immediately prior to the effective time of the Merger was cancelled and converted into the right to receive $135.11 per share in cash, without interest (the "Merger Consideration"). Each stock option owned by the Reporting Persons (whether vested or unvested) immediately prior to the Effective Time was canceled and converted into the right to receive the excess of the Merger Consideration over the exercise price payable per share under such stock option. Accordingly, as a result of the Merger, the Reporting Persons no longer beneficially own any securities of the Company. In addition, immediately prior to the Effective Time, each of the Company's directors, including Mr. Kiselak, resigned from, and ceased serving on, the Company's board of directors.

Percentage of Class

The information in rows 11 and 13 of each of the cover pages of this Amendment No. 7 is incorporated by reference herein.

Number of Shares

The information in rows 7 through 10 of each of the cover pages of this Amendment No. 7 is incorporated by reference herein.

Transactions

On August 7, 2026, Mr. Harwin exercised 42,208 vested director's stock options for 42,208 shares of Common Stock. Under Mr. Harwin's arrangement with Fairmount Funds Management LLC (the "Adviser"), Mr. Harwin held the options reported herein for one or more investment vehicles managed by the Adviser (each, a "Fairmount Fund"). Mr. Harwin was obligated to turn over to the Adviser any net cash or stock received from the options for the benefit of such Fairmount Fund. In addition, the information in Item 4 above relating to the Reporting Persons' disposition of Common Stock, Non-Voting Common Stock and options in the Merger is incorporated by reference herein. Under Mr. Kiselak's arrangement with the Adviser, Mr. Kiselak held the options reported herein for one or more Fairmount Funds. Mr. Kiselak was obligated to turn over to the Adviser any net cash or stock received from the options for the benefit of such Fairmount Fund.

Date of 5% Ownership

The Reporting Persons ceased to beneficially own greater than 5% of the Common Stock on September 3, 2026.

Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof: Upon the consummation of the Merger, the Voting Agreement automatically terminated pursuant to its terms and is of no further force or effect.

99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to the Schedule 13D filed with the SEC on October 14, 2025)

Apogee Therapeutics, Inc. — Schedule 13D | 13D Filings