Apogee holders get $135.11 in AbbVie buyout
Fairmount-affiliated entities and directors tender all Apogee holdings for $135.11 per share in AbbVie’s cash merger.
Rhea-AI Filing Summary
Apogee Therapeutics, Inc. (APGE) reports that investment entities associated with Fairmount Funds and related directors disposed of their holdings in connection with a merger under which AbbVie Inc. is acquiring Apogee. All reported common and non-voting common shares, including 6,743,321 shares of non-voting common stock and 340,855 shares of common stock held through Fairmount Healthcare Fund II L.P., were transferred to the acquirer’s merger vehicle in exchange for cash of $135.11 per share. Vested stock options held for Fairmount-managed vehicles were also canceled for cash equal to $135.11 minus the applicable exercise price, and the Fairmount parties and the named individuals disclaim beneficial ownership except to the extent of any pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
Disposition: 7,266,754 shares
Disposition
8 txns
Insider
Fairmount Funds Management LLC, Fairmount Healthcare Fund II L.P., Kiselak Tomas, Harwin Peter Evan
Role
Director | Director | Director | Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Non-Voting Common Stock F3, F1, F2 | 6,743,321 | -- | -- |
| Disposition | Stock Option (Right to Buy) F5, F4, F6 | 47,758 | -- | -- |
| Disposition | Stock Option (Right to Buy) F5, F4, F6 | 10,370 | -- | -- |
| Disposition | Stock Option (Right to Buy) F5, F4, F6 | 14,461 | -- | -- |
| Disposition | Stock Option (Right to Buy) F5, F4, F6 | 7,657 | -- | -- |
| Disposition | Common Stock F1, F2 | 340,855 | -- | -- |
| Disposition | Common Stock F1 | 51,166 | -- | -- |
| Disposition | Common Stock F1 | 51,166 | -- | -- |
Holdings After Transaction:
Non-Voting Common Stock — 0 contracts (Indirect, By Fairmount Healthcare Fund II LP);
Stock Option (Right to Buy) — 0 contracts (Indirect, By Tomas Kiselak);
Common Stock — 0 shares (Indirect, By Fairmount Healthcare Fund II LP);
Common Stock — 0 shares (Indirect, By Tomas Kiselak);
Common Stock — 0 shares (Indirect, By Peter Harwin)
Footnotes (6)
- F1. 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").
- F2. 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.
- F3. 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%.
- F4. 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.
- F5. 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.
- F6. 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.
Key Figures
Merger Consideration per Share: $135.11 per share
Non-Voting Common Stock Disposed: 6,743,321 shares
Common Stock Disposed by Fairmount Healthcare Fund II L.P.: 340,855 shares
+5 more
8 metrics
Merger Consideration per Share
$135.11 per share
Cash paid for each Apogee share under the Merger Agreement with AbbVie
Non-Voting Common Stock Disposed
6,743,321 shares
Non-voting Apogee shares held indirectly through Fairmount Healthcare Fund II L.P.
Common Stock Disposed by Fairmount Healthcare Fund II L.P.
340,855 shares
Apogee common stock held indirectly through Fairmount Healthcare Fund II L.P.
Common Stock Disposed by Tomas Kiselak
51,166 shares
Apogee common stock reported as indirectly held by Tomas Kiselak
Common Stock Disposed by Peter Harwin
51,166 shares
Apogee common stock reported as indirectly held by Peter Harwin
Options at $17.00 Exercise Price
47,758 options
Apogee stock options disposed, exercisable at $17.00, expiring July 13, 2033
Options at $43.85 Exercise Price
10,370 options
Apogee stock options disposed, exercisable at $43.85, expiring June 5, 2034
Options at $85.00 Exercise Price
7,657 options
Apogee stock options disposed, exercisable at $85.00, expiring June 9, 2036
Key Terms
Agreement and Plan of Merger, Merger Consideration, non-voting common stock, beneficial ownership, +2 more
6 terms
Agreement and Plan of Merger regulatory
"disposed of, pursuant to the Agreement and Plan of Merger, dated as of June 18, 2026"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Merger Consideration financial
"in exchange for a cash payment equal to $135.11 per Share without interest (the "Merger Consideration")"
Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.
non-voting common stock financial
"The shares of non-voting common stock had no expiration date and were convertible"
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.
beneficial ownership regulatory
"would beneficially own, for purposes of Rule 13d-3 under the Securities Act of 1934"
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.
Section 13(d) group regulatory
"together with their affiliates and any members of a Section 13(d) group with such holders"
pecuniary interest financial
"disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest"
FAQ
What did the Fairmount entities report in this Form 4 for APGE?
They reported that Apogee shares and options held through Fairmount Healthcare Fund II L.P. and related vehicles were disposed of to the merger entity in exchange for cash as part of AbbVie’s acquisition of Apogee at $135.11 per share.
How were Apogee stock options held for Fairmount-treated in the AbbVie merger?
Each reported Apogee stock option became fully vested in connection with the merger and was canceled in exchange for cash equal to $135.11 (the Merger Consideration) minus the option’s exercise price, for the number of underlying shares covered by that option.
Did the Fairmount parties and directors claim beneficial ownership of the APGE securities?
Fairmount Funds Management LLC, Fairmount Healthcare Fund II L.P., Peter Harwin, and Tomas Kiselak each disclaim beneficial ownership of the reported securities except to the extent of any pecuniary interest, and options held by Mr. Kiselak were for Fairmount-managed investment vehicles.
Were Rule 10b5-1 trading plans involved in these APGE transactions?
No. The filing’s Rule 10b5-1 checkbox is not checked, and the footnotes describe the dispositions as occurring pursuant to the Merger Agreement with AbbVie, not under a trading plan.
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