Apnimed director reports complex option reclassification

Apnimed, Inc. director Paul R. Fonteyne reported multiple option transactions involving the company’s equity awards.

Rhea-AI Filing Summary

Apnimed, Inc. director Paul R. Fonteyne reported multiple option transactions involving the company’s equity awards. On 2026-08-03, he disposed of and simultaneously acquired stock options covering 51,890 shares at a $4.00 exercise price and separate options covering 44,477 shares at $8.15 and $16.00 per share, in each case linked to a reclassification in which each share of Common Stock was reclassified into one share of Series A Common Stock, exempt under Rule 16b-7 and Rule 16b-3. A prior grant on 2026-07-30 for options on 44,477 shares at a $16.00 exercise price is also reported. The footnotes describe time-based vesting schedules over 36–48 months, conditioned on Fonteyne’s continuous service to Apnimed.

Insider Trade Summary

7 transactions reported

Mixed 7 txns

Insider FONTEYNE PAUL R.

Role Director

Type	Security	Shares	Price	Value
Disposition	Stock Option (Right to Buy) F1, F2	51,890	$0.00	$0.00
Grant/Award	Stock Option (Right to Buy) F1, F2	51,890	$0.00	$0.00
Disposition	Stock Option (Right to Buy) F1, F3	44,477	$0.00	$0.00
Grant/Award	Stock Option (Right to Buy) F1, F3	44,477	$0.00	$0.00
Disposition	Stock Option (Right to Buy) F1, F4	44,477	$0.00	$0.00
Grant/Award	Stock Option (Right to Buy) F1, F4	44,477	$0.00	$0.00
Grant/Award	Stock Option (Right to Buy) F4	44,477	$0.00	$0.00

Holdings After Transaction: Stock Option (Right to Buy) — 140,844 contracts (Direct)

Footnotes (4)

1. F1. Pursuant to a reclassification exempt under Rule 16b-7 and Rule 16b-3, each share of Common Stock was reclassified into one share of Series A Common Stock.
2. F2. 25% of the shares subject to such option vest and become exercisable when the Reporting Person completes twelve months of continuous service after September 18, 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.
3. F3. 25% of the shares subject to such option vest and become exercisable when the Reporting Person completes twelve months of continuous service after July 7, 2026, 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.
4. F4. The shares subject to such option vest and become exercisable in substantially equal monthly installments for a period of 36 months after July 30, 2026, subject to the Reporting Person's continuous service to the Issuer on each such date.

Key Figures

Options at $4.00: 51,890 shares at $4.0000 per share Options at $8.15: 44,477 shares at $8.1500 per share Options at $16.00 (July 29, 2036 expiry): 44,477 shares at $16.0000 per share +4 more

7 metrics

Options at $4.00 51,890 shares at $4.0000 per share Stock Option (Right to Buy) reported on 2026-08-03, expiration 2033-09-18

Options at $8.15 44,477 shares at $8.1500 per share Stock Option (Right to Buy) reported on 2026-08-03, expiration 2036-07-07

Options at $16.00 (July 29, 2036 expiry) 44,477 shares at $16.0000 per share Stock Option (Right to Buy) reported on 2026-08-03, expiration 2036-07-29

Additional $16.00 options grant 44,477 shares at $16.0000 per share Stock Option (Right to Buy) granted 2026-07-30, expiration 2036-07-29

Vesting start date (F2 grant) September 18, 2023 25% vest after 12 months from this date; remainder quarterly over 36 months

Vesting start date (F3 grant) July 7, 2026 25% vest after 12 months from this date; remainder quarterly over 36 months

Monthly vesting start (F4 grant) July 30, 2026 Vests in substantially equal monthly installments over 36 months after this date

Key Terms

Rule 16b-7, Rule 16b-3, Series A Common Stock, substantially equal quarterly installments, +2 more

6 terms

Rule 16b-7 regulatory

"reclassification exempt under Rule 16b-7 and Rule 16b-3"

A U.S. Securities and Exchange Commission safe-harbor rule that shields corporate insiders (officers, directors and large shareholders) from automatic short-swing profit claims when they buy or sell their company’s stock under a pre-approved, written plan that follows specific timing and nondiscretionary rules. For investors, the rule matters because it distinguishes routine, formula-driven insider transactions from opportunistic trades that could trigger automatic profit recoveries—think of it as an approved autopilot for insider trading that reduces legal uncertainty when the plan’s conditions are met.

Rule 16b-3 regulatory

"reclassification exempt under Rule 16b-7 and Rule 16b-3"

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

Series A Common Stock financial

"each share of Common Stock was reclassified into one share of Series A Common Stock"

Series A common stock is a specific class of a company’s ordinary shares issued during an early formal funding round, carrying the ownership rights and voting power tied to that class. For investors it signals an early-stage equity claim with potential upside if the business grows, but also greater risk and typically less liquidity than shares in mature, publicly traded firms—imagine buying a seat on a startup’s team before the company has proven itself.

substantially equal quarterly installments financial

"remainder of the shares vest and become exercisable in substantially equal quarterly installments"

substantially equal monthly installments financial

"vest and become exercisable in substantially equal monthly installments for a period of 36 months"

continuous service financial

"subject to the Reporting Person's continuous service to the Issuer on each such date"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Apnimed (APMD) director Paul R. Fonteyne report?

Paul R. Fonteyne reported seven derivative transactions, all involving stock options. These include grant/award acquisitions and corresponding dispositions to the issuer tied to a Common Stock-to-Series A Common Stock reclassification and time-based vesting schedules.

How many Apnimed (APMD) options at $4.00 were involved in Fonteyne’s Form 4?

Fonteyne reported stock option transactions covering 51,890 shares at a $4.00 per-share exercise price. These options relate to Apnimed’s equity compensation and are subject to vesting terms requiring continuous service after September 18, 2023.

What are the key strike prices and sizes of Apnimed (APMD) options in this filing?

Reported stock options cover 51,890 shares at $4.00, and blocks of 44,477 shares at $8.15 and $16.00 exercise prices. Each block has specific vesting schedules spanning 36–48 months, contingent on Fonteyne’s ongoing service.

How does the stock reclassification affect Apnimed (APMD) insider Paul R. Fonteyne’s options?

A footnote states that each share of Common Stock was reclassified into one share of Series A Common Stock, exempt under Rule 16b-7 and Rule 16b-3. Fonteyne’s reported option dispositions and acquisitions reflect this reclassification treatment.

What are the vesting terms for the Apnimed (APMD) options reported by Fonteyne?

For certain grants, 25% of options vest after 12 months of continuous service, with the remainder vesting in substantially equal quarterly installments over 36 months. Another block vests in substantially equal monthly installments over 36 months after July 30, 2026.

Were Paul R. Fonteyne’s Apnimed (APMD) transactions made under a Rule 10b5-1 plan?

The filing’s Rule 10b5-1 checkbox is not checked, and the footnotes do not reference any trading plan. The transactions are characterized as reclassification-related dispositions and equity award grants with specified vesting schedules.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/09/2026 - 02:00 PM Accepted by SEC EDGAR 08/03/2026 - 04:01 PM Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

FONTEYNE PAUL R.

(Last) (First) (Middle)

APNIMED, INC.

39 JOHN F. KENNEDY STREET, 4TH FLOOR

(Street)

CAMBRIDGE MASSACHUSETTS 02138

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Apnimed, Inc. [ APMD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/30/2026

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

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

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

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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$4	08/03/2026		D(1)			51,890	(2)	09/18/2033	Class A Common Stock	51,890	$0	0	D
Stock Option (Right to Buy)	$4	08/03/2026		A(1)		51,890		(2)	09/18/2033	Common Stock	51,890	$0	51,890	D
Stock Option (Right to Buy)	$8.15	08/03/2026		D(1)			44,477	(3)	07/07/2036	Class A Common Stock	44,477	$0	0	D
Stock Option (Right to Buy)	$8.15	08/03/2026		A(1)		44,477		(3)	07/07/2036	Common Stock	44,477	$0	44,477	D
Stock Option (Right to Buy)	$16	07/30/2026		A		44,477		(4)	07/29/2036	Class A Common Stock	44,477	$0	44,477	D
Stock Option (Right to Buy)	$16	08/03/2026		D(1)			44,477	(4)	07/29/2036	Class A Common Stock	44,477	$0	0	D
Stock Option (Right to Buy)	$16	08/03/2026		A(1)		44,477		(4)	07/29/2036	Common Stock	44,477	$0	44,477	D

Explanation of Responses:

1. Pursuant to a reclassification exempt under Rule 16b-7 and Rule 16b-3, each share of Common Stock was reclassified into one share of Series A Common Stock.

2. 25% of the shares subject to such option vest and become exercisable when the Reporting Person completes twelve months of continuous service after September 18, 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.

3. 25% of the shares subject to such option vest and become exercisable when the Reporting Person completes twelve months of continuous service after July 7, 2026, 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.

4. The shares subject to such option vest and become exercisable in substantially equal monthly installments for a period of 36 months after July 30, 2026, subject to the Reporting Person's continuous service to the Issuer on each such date.

	/s/Kevin R. Lind, Attorney-in-Fact	08/03/2026
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)