Sec Form 4 Filing - Fairmount Funds Management LLC @ Spyre Therapeutics, Inc. - 2023-12-29

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Fairmount Funds Management LLC 2. Issuer Name and Ticker or Trading Symbol Spyre Therapeutics, Inc. [ SYRE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 200 BARR HARBOR DRIVE, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 12/29/2023 (Street) WEST CONSHOHOCKEN, PA19428 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12/29/2023 J( 1 ) 3,435,480 D $ 0 0 I By Fairmount Healthcare Co-Invest L.P. ( 2 ) Common Stock 12/29/2023 J( 1 ) 406,038 A $ 0 406,038 I By Tomas Kiselak Common Stock 12/29/2023 J( 1 ) 406,038 A $ 0 406,038 I By Peter Harwin Common Stock 378,421 ( 3 ) I By Fairmount Healthcare Fund II L.P. ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series A Preferred Stock ( 4 ) ( 4 ) ( 4 ) Common Stock 17,481,480 437,037 ( 3 ) I By Fairmount Healthcare Fund II L.P. ( 2 ) Series B Preferred Stock ( 5 ) ( 5 ) ( 5 ) Common Stock 666,680 16,667 I By Fairmount Healthcare Fund II L.P. ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Fairmount Funds Management LLC 200 BARR HARBOR DRIVE SUITE 400 WEST CONSHOHOCKEN, PA19428 X X Fairmount Healthcare Fund L.P. 200 BARR HARBOR DRIVE SUITE 400 WEST CONSHOHOCKEN, PA19428 X X Fairmount Healthcare Fund II L.P. 200 BARR HARBOR DRIVE SUITE 400 WEST CONSHOHOCKEN, PA19428 X X Fairmount Healthcare Co-Invest L.P. 200 BARR HARBOR DRIVE SUITE 400 WEST CONSHOHOCKEN, PA19428 X X Kiselak Tomas 200 BARR HARBOR DRIVE SUITE 400 WEST CONSHOHOCKEN, PA19428 X X Harwin Peter Evan 200 BARR HARBOR DRIVE SUITE 400 WEST CONSHOHOCKEN, PA19428 X X Signatures /s/ Tomas Kiselak, Managing Member of Fairmount Funds Management LLC 12/29/2023 Signature of Reporting Person Date /s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Fund L.P. 12/29/2023 Signature of Reporting Person Date /s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Fund II L.P. 12/29/2023 Signature of Reporting Person Date /s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Co-Invest L.P. 12/29/2023 Signature of Reporting Person Date /s/ Tomas Kiselak 12/29/2023 Signature of Reporting Person Date /s/ Peter Harwin 12/29/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a pro rata distribution, and not a purchase or sale, without additional consideration by Fairmount Healthcare Co-Invest L.P. ("Co-Invest") to its limited partners pursuant to a Rule 10b5-1 trading plan adopted by Co-Invest on September 29, 2023. ( 2 )Fairmount Funds Management LLC ("Fairmount") is the investment manager for Fairmount Healthcare Fund L.P. ("Fund I"), Fairmount Healthcare Fund II L.P. ("Fund II") and Co-Invest. The general partner of Fairmount is Fairmount Funds Management GP LLC ("Fairmount GP"), of which Peter Harwin and Tomas Kiselak are the managing members. Fairmount, Fairmount GP, Mr. Harwin, and Mr. Kiselak disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein. ( 3 )On December 29, 2023, the shares of Common Stock and Series A non-voting convertible preferred stock (the "Series A Preferred Stock") held by Fund I were transferred to Fund II. ( 4 )Each share of Series A Preferred Stock is convertible at the option of the holder into 40 shares of Common Stock, subject to certain beneficial ownership limitations, including that a holder of Series A Preferred Stock is prohibited from converting shares of Series A Preferred Stock into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than 0.00% of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion. ( 5 )Following stockholder approval of the conversion of the Series B non-voting convertible preferred stock (the "Series B Preferred Stock") into shares of Common Stock, each share of Series B Preferred Stock will automatically convert into 40 shares of Common Stock, subject to certain limitations, including that a holder of Series B Preferred Stock is prohibited from converting shares of Series B Preferred Stock into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than 0.00% of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion.

Remarks: The Reporting Persons may each be deemed a director by deputization of Issuer by virtue of the fact that each of Peter Harwin and Tomas Kiselak serve on the board of directors of Issuer and are also each a Managing Member of Fairmount Funds Management LLC.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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