Apogee director’s funds exit stake at $135.11
Rhea-AI Filing Summary
Apogee Therapeutics, Inc. (APGE) director Nimish P. Shah reported multiple dispositions of equity interests on September 3, 2026, all made in connection with the acquisition of Apogee by AbbVie Inc. Venrock-affiliated funds and entities associated with Shah exchanged common stock, Non-Voting Common Stock, stock options and pre-funded warrants for cash based on $135.11 per share merger consideration, including options where the cash paid equaled $135.11 minus the option exercise price. The filing states that Shah and the relevant Venrock management entities disclaim beneficial ownership of the fund-held securities except for their indirect pecuniary interests, and that the reported fund and warrant positions and Non-Voting Common Stock holdings are reduced to zero following these transactions.
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Insights
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Insider Trade Summary
Disposition: 8,939,420 shares
Disposition
7 txns
Insider
Shah Nimish P
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Non-Voting Common Stock F3, F4, F2 | 6,743,321 | $135.11 | $911.09M |
| Disposition | Stock Option (Right to Buy) F6, F5, F7 | 47,758 | -- | -- |
| Disposition | Stock Option (Right to Buy) F6, F5, F7 | 10,370 | -- | -- |
| Disposition | Stock Option (Right to Buy) F6, F5, F7 | 14,461 | -- | -- |
| Disposition | Stock Option (Right to Buy) F6, F5, F7 | 7,657 | -- | -- |
| Disposition | Pre-Funded Warrants (Right to Buy) F8, F6, F9, F10 | 365,853 | -- | -- |
| Disposition | Common Stock F1, F2 | 1,750,000 | $135.11 | $236.44M |
Holdings After Transaction:
Non-Voting Common Stock — 0 contracts (Indirect, See footnote);
Stock Option (Right to Buy) — 0 contracts (Direct);
Pre-Funded Warrants (Right to Buy) — 0 contracts (Indirect, See footnote);
Common Stock — 0 shares (Indirect, See footnote)
Footnotes (10)
- F1. The reported securities, which were disposed of in connection with the acquisition of the Issuer by AbbVie Inc. (the "Merger"), represent (i) 460,075 shares of the Issuer's common stock ("Common Stock") held by Venrock Healthcare Capital Partners III, L.P. ("VHCP III"), (ii) 46,025 shares held by VHCP Co-Investment Holdings III, LLC ("VHCP Co-III") and (iii) 1,243,900 shares held by Venrock Healthcare Capital Partners EG, L.P. ("VHCP EG").
- F2. VHCP Management III, LLC ("VHCPM III") is the sole general partner of VHCP III and the sole manager of VHCP Co-III. VHCP Management EG, LLC ("VHCPM EG") is the sole general partner of VHCP EG. Dr. Bong Koh and Nimish Shah are the voting members of VHCPM III and VHCPM EG. Dr. Koh, Mr. Shah, VHCPM III and VHCPM EG disclaim beneficial ownership over all shares held by VHCP III, VHCP Co-III, and VHCP EG, except to the extent of their respective indirect pecuniary interests therein.
- F3. The Non-Voting Common Stock was convertible at any time and had no expiration date.
- F4. The reported securities, which were disposed of in connection with the Merger, represent (i) 2,495,319 shares of Non-Voting Common Stock held directly by VHCP III, (ii) 249,522 shares of Non-Voting Common Stock held directly by VHCP Co-III and (iii) 3,998,480 shares of Non-Voting Common Stock held directly by VHCP EG.
- F5. The reported options were vested as of the date of the Merger or became fully vested in connection with the Merger.
- F6. Each reported option and warrant was disposed of in connection with the Merger in exchange for a cash payment equal to the excess of $135.11 (the per share merger consideration) over the exercise price of such option or warrant.
- F7. Under an agreement between the Reporting Person and Venrock 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. The Reporting Person disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein.
- F8. The exercise price of each reported warrant is $0.00001 per share.
- F9. The reported warrants had no expiration date and were exercisable immediately upon grant.
- F10. The reported warrants are held directly by Venrock Opportunities Fund, L.P. ("VOF"). Venrock Opportunities Management, LLC ("VO Management") is the general partner of VOF. The Reporting Person is a voting member of VO Management and expressly disclaims beneficial ownership over all shares held by VOF except to the extent of his indirect pecuniary interests therein.
Key Figures
Common Stock disposed: 1,750,000 shares
Non-Voting Common Stock disposed: 6,743,321 shares
Per share merger consideration: $135.11 per share
+4 more
7 metrics
Common Stock disposed
1,750,000 shares
Common stock held by VHCP III, VHCP Co-III and VHCP EG, disposed in AbbVie acquisition at $135.11 per share
Non-Voting Common Stock disposed
6,743,321 shares
Non-Voting Common Stock held by VHCP III, VHCP Co-III and VHCP EG, disposed in merger at $135.11 per share
Per share merger consideration
$135.11 per share
Cash paid for each share, option or warrant in connection with AbbVie’s acquisition of Apogee
Pre-funded warrants disposed
365,853 warrants
Pre-funded warrants on common stock held by Venrock Opportunities Fund, L.P., exchanged for cash in the merger
Pre-funded warrant exercise price
$0.00001 per share
Exercise price of the reported pre-funded warrants before being cashed out in the merger
Stock option exercise prices
$17.00, $43.85, $41.66, $85.00 per share
Exercise prices of four stock option grants over Apogee common stock disposed of for cash equal to $135.11 minus exercise price
Non-Voting Common Stock terms
Convertible any time, no expiration
Conversion features of Non-Voting Common Stock before disposition in the AbbVie acquisition
Key Terms
Non-Voting Common Stock, pre-funded warrants, per share merger consideration, beneficial ownership, +2 more
6 terms
Non-Voting Common Stock financial
"The Non-Voting Common Stock was convertible at any time and had no expiration date."
A non-voting common stock is an ownership share in a company that gives holders the same economic rights as regular shares—such as claiming a portion of profits and benefiting from price gains—but does not give the holder the right to vote on corporate decisions. Think of it like owning a seat on a train that shares the ride’s benefits but not the ability to steer the engine; investors care because it affects their influence over management, potential control disputes, and sometimes the stock’s price or attractiveness.
pre-funded warrants financial
"The reported warrants are held directly by Venrock Opportunities Fund, L.P."
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
beneficial ownership regulatory
"disclaim beneficial ownership over all shares held by VHCP III, VHCP Co-III, and VHCP EG"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interests financial
"except to the extent of their respective indirect pecuniary interests therein"
indirect pecuniary interests financial
"except to the extent of his indirect pecuniary interests therein."
FAQ
What did APGE director Nimish P. Shah report in this Form 4?
He reported dispositions of Apogee equity on September 3, 2026, including common stock, Non-Voting Common Stock, options, and pre-funded warrants, all exchanged for cash in connection with AbbVie Inc.’s acquisition of Apogee at $135.11 per share merger consideration.
How were APGE stock options treated in this Form 4 filing?
Several batches of stock options over Apogee common stock were disposed of in connection with the merger. Each option was exchanged for a cash payment equal to $135.11 (the per share merger consideration) minus its stated exercise price, and the options were vested or became fully vested at the merger.
What is disclosed about the pre-funded warrants on APGE common stock?
Pre-funded warrants for 365,853 shares of Apogee common stock, held by Venrock Opportunities Fund, L.P., were disposed of in connection with the merger. The warrants had an exercise price of $0.00001 per share, were exercisable immediately upon grant, had no expiration date, and the reported position goes to zero.
Does Nimish P. Shah retain any reported APGE holdings after these transactions?
The filing reports zero shares or warrants remaining for the common stock, Non-Voting Common Stock, and pre-funded warrants referenced. Shah and the Venrock management entities disclaim beneficial ownership in the fund-held securities except for their indirect pecuniary interests.
Were the APGE transactions under a Rule 10b5-1 trading plan?
No. The Form 4’s Rule 10b5-1 checkbox is not checked, and the footnotes describe the transactions as disposed of in connection with the acquisition of Apogee by AbbVie Inc., with merger consideration of $135.11 per share.
AI-generated analysis. How Rhea-AI works. Not financial advice.
