Sec Form 4 Filing - Shah Nimish P @ 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 Shah Nimish P 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) C/O APOGEE THERAPEUTICS, INC., 221 CRESCENT ST., BLDG. 17, STE. 102B 3. Date of Earliest Transaction (MM/DD/YY) 07/13/2023 (Street) WALTHAM, MA02453 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 1,750,000 ( 1 ) A $ 17 1,750,000 I See footnote ( 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 Stock Option (Right to Buy) $ 17 07/13/2023 A 47,758 ( 3 ) 07/13/2033 Common Stock 47,758 $ 0 47,758 D ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Shah Nimish P C/O APOGEE THERAPEUTICS, INC. 221 CRESCENT ST., BLDG. 17, STE. 102B WALTHAM, MA02453 X Signatures /s/ Jane Pritchett Henderson, as attorney-in-fact for Nimish Shah 07/17/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Consists of (i) 460,075 shares purchased by Venrock Healthcare Capital Partners III, L.P. ("VHCP III"), (ii) 46,025 shares purchased by VHCP Co-Investment Holdings III, LLC ("VHCP Co-3") and (iii) 1,243,900 shares purchased by Venrock Healthcare Capital Partners EG, L.P. ("VHCP EG"). ( 2 )VHCP Management III, LLC ("VHCPM III") is the general partner of VHCP III and the manager of VHCP Co-3. VHCP Management EG, LLC ("VHCPM EG") is the general partner of VHCP EG. Dr. Bong Koh and Mr. Shah are the voting members of VHCPM III and VHCPM EG. Dr. Koh, Mr. Shah, VHCPM III and VHCPM EG expressly disclaim beneficial ownership over all shares held by VHCP III, VHCP Co-3 and VHCP EG except to the extent of their indirect pecuniary interests therein. ( 3 )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. ( 4 )Under an agreement between the reporting person and VR Management, LLC (the "Management Company"), the reporting person is deemed to hold the reported option and the shares underlying the option for the sole benefit of the Management Company and must exercise the reported option solely upon the direction of the Management Company, which is entitled to the shares underlying the option. The Management Company may be deemed the indirect beneficial owner of the shares underlying the option, and the reporting person may be deemed the indirect beneficial owner of the reported shares underlying the option through his interest in the Management Company. The reporting person disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein.

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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