Apnimed (APMD) director details trust stakes and large options
Rhea-AI Filing Summary
Apnimed, Inc. (APMD) director Lawrence G. Miller filed an initial Form 3 reporting his existing equity interests. Indirect holdings include 10,845 shares of Series A Preferred Stock and multiple blocks of Class A Common Stock held through several irrevocable family trusts, for which he disclaims beneficial ownership except to the extent of any pecuniary interest. The filing also lists several stock options to buy Class A Common Stock, including options over 688,042 shares at an exercise price of $1.00 per share expiring in 2029, with other options at higher exercise prices and later expirations. The Series A Preferred Stock is convertible into Class A Common Stock on a one-for-one basis and will convert immediately prior to the closing of an initial public offering without additional consideration.
Positive
- None.
Negative
- None.
Insider Trade Summary
15 transactions reported
Mixed
15 txns
Insider
Miller Lawrence G.
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Series A Preferred Stock F2, F1 | -- | -- | -- |
| holding | Stock Option (Right to Buy) F3 | -- | -- | -- |
| holding | Stock Option (Right to Buy) F3 | -- | -- | -- |
| holding | Stock Option (Right to Buy) F3 | -- | -- | -- |
| holding | Stock Option (Right to Buy) F3 | -- | -- | -- |
| holding | Stock Option (Right to Buy) F4 | -- | -- | -- |
| holding | Stock Option (Right to Buy) F5 | -- | -- | -- |
| holding | Stock Option (Right to Buy) F3 | -- | -- | -- |
| holding | Stock Option (Right to Buy) F6 | -- | -- | -- |
| holding | Stock Option (Right to Buy) F7 | -- | -- | -- |
| holding | Class A Common Stock F1 | -- | -- | -- |
| holding | Class A Common Stock F1 | -- | -- | -- |
| holding | Class A Common Stock F1 | -- | -- | -- |
| holding | Class A Common Stock F1 | -- | -- | -- |
| holding | Class A Common Stock F1 | -- | -- | -- |
Holdings After Transaction:
Series A Preferred Stock — 10,845 shares (Indirect, By Lawrence G. Miller Irrevocable Family Trust);
Stock Option (Right to Buy) — 2,249,171 shares (Direct);
Class A Common Stock — 92,431 shares (Indirect, By Lawrence G. Miller Irrevocable Family Trust);
Class A Common Stock — 88,954 shares (Indirect, By Kathleen W. Miller Irrevocable Trust);
Class A Common Stock — 88,954 shares (Indirect, By James S. Miller Irrevocable Trust);
Class A Common Stock — 88,954 shares (Indirect, By David G. Miller Irrevocable Trust);
Class A Common Stock — 88,954 shares (Indirect, By Ellen K. Williams Irrevocable Family Trust)
Footnotes (7)
- F1. The Reporting Person disclaims beneficial ownership of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.
- F2. Each share of Series A Preferred Stock is convertible into Class A Common Stock on a one-for-one basis at the option of the holder, and will convert immediately prior to the closing of the initial public offering into the number of shares shown in Column 3 without payment of additional consideration. The Series A Preferred Stock has no expiration date.
- F3. 100% of the shares subject to the option are fully vested.
- F4. 25% of the shares subject to such option vest and become exercisable when the Reporting Person completes twelve months of continuous service after December 22, 2022, and the remainder of the shares vest and become exercisable in substantially equal quarterly installments for a period of 36 months thereafter, subject to the Reporting Person's continuous service to the Issuer on each such date.
- F5. 25% of the shares subject to such option vest and become exercisable when the Reporting Person completes twelve months of continuous service after December 21, 2023, and the remainder of the shares vest and become exercisable in substantially equal quarterly installments for a period of 36 months thereafter, subject to the Reporting Person's continuous service to the Issuer on each such date.
- F6. 25% of the shares subject to such option vest and become exercisable when the Reporting Person completes twelve months of continuous service after September 17, 2025, and the remainder of the shares vest and become exercisable in substantially equal quarterly installments for a period of 36 months thereafter, subject to the Reporting Person's continuous service to the Issuer on each such date.
- F7. The shares subject to such option vest and become exercisable in substantially equal monthly installments for a period of 24 months after June 1, 2026, subject to the Reporting Person's continuous service to the Issuer on each such date.
Key Figures
Series A Preferred underlying shares: 10,845 shares
Series A Preferred indirect holdings: 10,845 shares
Indirect Class A Common Stock (Miller Trust): 92,431 shares
+5 more
8 metrics
Series A Preferred underlying shares
10,845 shares
Convertible into Class A Common Stock on a one-for-one basis
Series A Preferred indirect holdings
10,845 shares
Held indirectly by Lawrence G. Miller Irrevocable Family Trust
Indirect Class A Common Stock (Miller Trust)
92,431 shares
Held by Lawrence G. Miller Irrevocable Family Trust
Indirect Class A Common Stock (other trusts)
88,954 shares
Per trust for Kathleen, James, David, and Ellen-related irrevocable trusts
Option underlying shares @ $1.00 (2029)
688,042 shares
Stock Option (Right to Buy) at $1.00, expiration 2029-01-29, 100% vested
Option underlying shares @ $1.00 (2030)
98,843 shares
Stock Option (Right to Buy) at $1.00, expiration 2030-01-28
Option underlying shares @ $4.87
333,580 shares
Stock Option (Right to Buy) at $4.8700, expiration 2034-03-13
Option underlying shares @ $8.15
74,128 shares
Stock Option (Right to Buy) at $8.1500, expiration 2036-06-01
Key Terms
Series A Preferred Stock, Class A Common Stock, Stock Option (Right to Buy), beneficial ownership, +1 more
5 terms
Series A Preferred Stock financial
"Each share of Series A Preferred Stock is convertible into Class A Common"
Series A preferred stock is a type of ownership share in a company that gives investors certain advantages, such as priority in receiving profits or getting their money back if the company is sold or goes bankrupt. It is often issued during early funding stages to attract investors by offering more security than common shares. This stock matters to investors because it provides a safer way to invest while still holding potential for future gains.
Class A Common Stock financial
"convertible into Class A Common Stock on a one-for-one basis at the option"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
Stock Option (Right to Buy) financial
"Stock Option (Right to Buy) at an exercise price of 1.0000"
beneficial ownership financial
"The Reporting Person disclaims beneficial ownership of such securities for purposes"
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 interest financial
"except to the extent of his pecuniary interest therein, if any"
FAQ
What does the Form 3 filing by Lawrence G. Miller report for Apnimed, Inc. (APMD)?
The Form 3 reports initial ownership of Apnimed securities by director Lawrence G. Miller, including indirect interests via family trusts and several stock options over Class A Common Stock. It establishes his baseline holdings for Section 16 reporting purposes.
What indirect Class A Common Stock holdings are reported for Lawrence G. Miller in APMD?
Indirect Class A Common Stock positions include 92,431 shares held by the Lawrence G. Miller Irrevocable Family Trust and blocks of 88,954 shares each held by several related irrevocable trusts. Miller disclaims beneficial ownership except to the extent of any pecuniary interest.
What key stock option position does Lawrence G. Miller hold in Apnimed (APMD)?
One notable option covers 688,042 shares of Class A Common Stock at an exercise price of $1.00 per share, expiring on January 29, 2029. Footnotes state that 100% of the shares subject to this option are fully vested.
Are all of Lawrence G. Miller’s Apnimed stock options fully vested?
Not all options are fully vested. One option over 688,042 shares is 100% vested, while others vest over time, typically with 25% vesting after twelve months of continuous service and the remainder vesting in quarterly or monthly installments thereafter.
AI-generated analysis. How Rhea-AI works. Not financial advice.
