SEC FORM 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person ^*

Fairmount Funds Management LLC

(Last)

(First)

(Middle)

200 BARR HARBOR DRIVE

SUITE 400

(Street)

WEST CONSHOHOCKEN

19428

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/03/2026		D		340,855	D	⁽¹⁾	0	I	By Fairmount Healthcare Fund II LP ⁽²⁾
Common Stock	09/03/2026		D		51,166	D	⁽¹⁾	0	I	By Tomas Kiselak
Common Stock	09/03/2026		D		51,166	D	⁽¹⁾	0	I	By Peter Harwin

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Voting Common Stock	⁽³⁾	09/03/2026		D			6,743,321	⁽¹⁾	⁽¹⁾	Common Stock	6,743,321	⁽¹⁾	0	I	By Fairmount Healthcare Fund II LP ⁽²⁾
Stock Option (Right to Buy)	$ 17	09/03/2026		D			47,758	⁽⁴⁾⁽⁵⁾	07/13/2033	Common Stock	47,758	⁽⁵⁾	0	I	By Tomas Kiselak ⁽⁶⁾
Stock Option (Right to Buy)	$ 43.85	09/03/2026		D			10,370	⁽⁴⁾⁽⁵⁾	06/05/2034	Common Stock	10,370	⁽⁵⁾	0	I	By Tomas Kiselak ⁽⁶⁾
Stock Option (Right to Buy)	$ 41.66	09/03/2026		D			14,461	⁽⁴⁾⁽⁵⁾	06/17/2035	Common Stock	14,461	⁽⁵⁾	0	I	By Tomas Kiselak ⁽⁶⁾
Stock Option (Right to Buy)	$ 85	09/03/2026		D			7,657	⁽⁴⁾⁽⁵⁾	06/09/2036	Common Stock	7,657	⁽⁵⁾	0	I	By Tomas Kiselak ⁽⁶⁾

Explanation of Responses:

1. Each reported security was disposed of, pursuant to the Agreement and Plan of Merger, dated as of June 18, 2026, among Andor LLC, Andor Merger Co., the Issuer and AbbVie Inc. (the "Merger Agreement"), in exchange for a cash payment equal to $135.11 per Share without interest (the "Merger Consideration").

2. Fairmount Funds Management LLC ("Fairmount") is the investment manager for Fairmount Healthcare Fund II L.P. The managers of Fairmount are Peter Harwin and Tomas Kiselak. Fairmount, Mr. Harwin, and Mr. Kiselak disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.

3. The shares of non-voting common stock had no expiration date and were convertible in accordance with the terms of the Issuer's Amended and Restated Certificate of Incorporation at any time at the option of the holder into shares of common stock of the Issuer on a 1-for-1 basis without consideration to the extent that after giving effect to such conversion the holders thereof, together with their affiliates and any members of a Section 13(d) group with such holders, would beneficially own, for purposes of Rule 13d-3 under the Securities Act of 1934, as amended, no more than 9.99% of the outstanding shares of common stock immediately prior to and following such conversion, which percentage may have been changed at a holder's election upon 61 days' notice to the Issuer, provided that the percentage may not have exceeded 19.99%.

4. As contemplated by the Merger Agreement, the reported options were vested as of the date of the merger of Andor Merger Co. with and into the Issuer, with the Issuer surviving as an indirectly wholly owned subsidiary of AbbVie Inc. (the "Merger"), or became fully vested in connection with the Merger.

5. Each reported option was disposed of, pursuant to the Merger Agreement, in exchange for a cash payment equal to the excess of the Merger Consideration of $135.11 over the exercise price of such option.

6. Under Mr. Kiselak's arrangement with Fairmount, Mr. Kiselak held the options reported herein for one or more investment vehicles managed by Fairmount (each, a "Fairmount Fund"). Mr. Kiselak was obligated to turn over to Fairmount any net cash or stock received from the options for the benefit of such Fairmount Fund. Mr. Kiselak therefore disclaimed beneficial ownership of the option and underlying common stock.

Remarks:

Fairmount and Fairmount Healthcare Fund II LP may each have been deemed a director by deputization of the Issuer by virtue of the fact that Tomas Kiselak served on the board of directors of the Issuer and is also a Managing Member of Fairmount.

	/s/ Tomas Kiselak, Managing Member of Fairmount Funds Management LLC	09/03/2026
	** Signature of Reporting Person	Date
	/s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Fund II LP	09/03/2026
	** Signature of Reporting Person	Date
	/s/ Tomas Kiselak	09/03/2026
	** Signature of Reporting Person	Date
	/s/ Peter Harwin	09/03/2026
	** Signature of Reporting Person	Date
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