Sec Form 4 Filing - Fairmount Funds Management LLC @ Apogee Therapeutics, Inc. - 2023-07-13

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 Apogee Therapeutics, Inc. [ APGE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 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) 07/13/2023 (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 07/13/2023 P 55,913 A $ 17 55,913 I By Fairmount Healthcare Fund LP ( 1 ) Common Stock 07/13/2023 P 1,992,734 A $ 17 1,992,734 I By Fairmount Healthcare Fund II LP ( 1 ) Common Stock 07/13/2023 P 892,529 A $ 17 892,529 I By Fairmount Healthcare Co-Invest II LP ( 1 )

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 Stock Option (Right to Buy) $ 17 07/13/2023 A 47,758 ( 2 ) 07/13/2033 Common Stock 47,758 $ 0 47,758 D ( 3 ) Stock Option (Right to Buy) $ 17 07/13/2023 A 47,758 ( 2 ) 07/13/2033 Common Stock 47,758 $ 0 47,758 D ( 4 )

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 Fairmount Healthcare Fund L.P. 2001 MARKET STREET SUITE 2500 PHILADELPHIA, PA19103 X Fairmount Healthcare Fund II L.P. 200 BARR HARBOR DRIVE SUITE 400 WEST CONSHOHOCKEN, PA19428 X Fairmount Healthcare Co-Invest II L.P. 200 BARR HARBOR DRIVE SUITE 400 WEST CONSHOHOCKEN, PA19428 X Kiselak Tomas 2001 MARKET STREET SUITE 2500 PHILADELPHIA, PA19103 X Harwin Peter Evan 2001 MARKET STREET SUITE 2500 PHILADELPHIA, PA19103 X Signatures /s/ Tomas Kiselak, Managing Member of Fairmount Funds Management LLC 07/17/2023 Signature of Reporting Person Date /s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Fund LP 07/17/2023 Signature of Reporting Person Date /s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Fund II LP 07/17/2023 Signature of Reporting Person Date /s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Co-Invest II LP 07/17/2023 Signature of Reporting Person Date /s/ Tomas Kiselak 07/17/2023 Signature of Reporting Person Date /s/ Peter Harwin 07/17/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Fairmount Funds Management LLC ("Fairmount") is the investment manager for Fairmount Healthcare Fund LP, Fairmount Healthcare Fund II LP and Fairmount Healthcare Co-Invest II LP. 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. ( 2 )This option represents the right to purchase 47,758 shares of the Issuer's common stock, and will vest in three approximately equal annual installments beginning on the first anniversary of the grant date. ( 3 )Under Mr. Harwin's arrangement with Fairmount, Mr. Harwin holds the option for one or more investment vehicles managed by Fairmount (each, a "Fairmount Fund"). Mr. Harwin is obligated to turn over to Fairmount any net cash or stock received from the option for the benefit of such Fairmount Fund. Mr. Harwin therefore disclaims beneficial ownership of the option and underlying common stock. ( 4 )Under Mr. Kiselak's arrangement with Fairmount, Mr. Kiselak holds the option for one or more Fairmount Funds. Mr. Kiselak is obligated to turn over to Fairmount any net cash or stock received from the option for the benefit of such Fairmount Fund. Mr. Kiselak therefore disclaims beneficial ownership of the option and underlying common stock.

Remarks: Fairmount, Fairmount Healthcare Fund LP, Fairmount Healthcare Fund II LP and Fairmount Healthcare Co-Invest II LP may each be deemed a director by deputization of the Issuer by virtue of the fact that each of Peter Harwin and Tomas Kiselak serve on the board of directors of the Issuer and are also each a Managing Member of Fairmount.

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).

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