Spyre (SYRE) fund converts Series B preferred, then exits common stake
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Spyre Therapeutics, Inc. reported Form 4 activity for entities associated with Fairmount Funds Management LLC. Fairmount Healthcare Fund II L.P. converted 16,667 shares of Series B Preferred Stock into 666,680 shares of Common Stock for no cash consideration, based on a 40-to-1 conversion ratio subject to a 9.99% beneficial ownership limitation.
On the same date, Fairmount Healthcare Fund II L.P. sold 4,684,781 shares of Common Stock at $85.31 per share, leaving it with no directly held Common Stock after the transaction, while retaining indirect exposure through Series A Preferred Stock that is convertible into 13,841,800 shares of Common Stock. Fairmount, Peter Harwin, and Tomas Kiselak disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest.
Positive
- None.
Negative
- None.
Insights
Fund converts preferred into common, then sells a large common position.
Entities associated with Fairmount Funds Management LLC converted 16,667 shares of Series B Preferred Stock into 666,680 shares of Common Stock, then sold 4,684,781 Common shares. This pattern combines derivative conversion with a sizeable disposition of Common Stock.
The filing also shows an indirect position in Series A Preferred Stock that is convertible into 13,841,800 Common shares, subject to a 9.99% beneficial ownership limitation. Fairmount and its managers disclaim beneficial ownership beyond their pecuniary interest, so the economic exposure runs primarily through the investment fund, not the individuals.
Insider Trade Summary
Net Seller: 4,684,781 shares ($399,658,667)
Net Sell
6 txns
Insider
Fairmount Funds Management LLC, Fairmount Healthcare Fund II L.P., Kiselak Tomas, Harwin Peter Evan
Role
null | null | null | null
Sold
4,684,781 shs ($399.66M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Series B Preferred Stock | 16,667 | $0.00 | -- |
| Conversion | Common Stock | 666,680 | $0.00 | -- |
| Sale | Common Stock | 4,684,781 | $85.31 | $399.66M |
| holding | Series A Preferred Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Series B Preferred Stock — 0 shares (Indirect, Fairmount Healthcare Fund II LP);
Common Stock — 4,684,781 shares (Indirect, By Fairmount Healthcare Fund II L.P.);
Series A Preferred Stock — 13,841,800 shares (Indirect, Fairmount Healthcare Fund II LP)
Footnotes (1)
- Each share of Series B Preferred Stock is convertible at the option of the holder into 40 shares of Common Stock, subject to certain beneficial ownership limitations, including that a holder of Series B Preferred Stock is prohibited from converting shares of Series B Preferred Stock into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than 9.99% of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion. On June 23, 2026, the Reporting Persons converted 16,667 shares of Series B Preferred Stock into 666,680 shares of Common Stock for no cash consideration, in accordance with the Certificate of Designations for the Series B Convertible Preferred Stock. 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. Each share of Series A Preferred Stock is convertible at the option of the holder into 40 shares of Common Stock, subject to certain beneficial ownership limitations, including that a holder of Series A Preferred Stock is prohibited from converting shares of Series A Preferred Stock into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than 9.99% of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion.
Key Figures
Common shares sold: 4,684,781 shares
Sale price per share: $85.31 per share
Series B converted: 16,667 shares
+4 more
7 metrics
Common shares sold
4,684,781 shares
Open-market or private sale by Fairmount Healthcare Fund II L.P.
Sale price per share
$85.31 per share
Price for 4,684,781 Common shares sold
Series B converted
16,667 shares
Series B Preferred Stock converted into Common Stock
Common from Series B
666,680 shares
Common Stock received from converting Series B Preferred
Series B conversion ratio
40 Common per preferred share
Stated Series B Preferred Stock conversion terms
Series A underlying common
13,841,800 shares
Common Stock underlying Series A Preferred Stock position
Beneficial ownership cap
9.99%
Maximum beneficial ownership after conversion for Series A and B
Key Terms
Series B Preferred Stock, beneficial ownership limitations, derivative conversion, pecuniary interest, +1 more
5 terms
Series B Preferred Stock financial
"Each share of Series B Preferred Stock is convertible at the option of the holder into 40 shares of Common Stock"
Series B preferred stock is a type of ownership share issued by a company that offers certain advantages over common stock, such as priority in receiving dividends or assets if the company is sold or liquidated. It is typically issued after an initial round of funding, making it a way for investors to support a company's growth while gaining some protections and benefits. This stock matters to investors because it often provides a more secure investment position with potential for future growth.
beneficial ownership limitations regulatory
"subject to certain beneficial ownership limitations, including that a holder of Series B Preferred Stock is prohibited from converting"
Beneficial ownership limitations are rules or contractual caps that restrict how much of a company’s stock an individual or entity can be treated as owning or controlling for legal, regulatory or corporate-governance purposes. They matter to investors because such limits affect voting power, reporting obligations, takeover risk and the ability to increase a stake — like an elevator weight limit or a lane divider that prevents any one car from taking over the whole road.
derivative conversion financial
"transaction_action": "derivative conversion""
pecuniary interest financial
"disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein"
Series A Preferred Stock financial
"Each share of Series A Preferred Stock is convertible at the option of the holder into 40 shares of Common Stock"
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.
FAQ
What insider transactions did Spyre Therapeutics (SYRE) disclose in this Form 4?
Spyre Therapeutics disclosed that Fairmount Healthcare Fund II L.P. converted 16,667 Series B Preferred shares into 666,680 Common shares and sold 4,684,781 Common shares. The fund reported no remaining directly held Common Stock after these transactions.
Who carried out the Spyre Therapeutics (SYRE) transactions reported in this filing?
The transactions were carried out by Fairmount Healthcare Fund II L.P., an investment fund managed by Fairmount Funds Management LLC. Fairmount, Peter Harwin, and Tomas Kiselak are managers and disclaim beneficial ownership except to the extent of their pecuniary interest.
What were the terms of the Series B Preferred Stock conversion for Spyre Therapeutics (SYRE)?
Each share of Spyre’s Series B Preferred Stock is convertible into 40 Common shares, subject to a 9.99% beneficial ownership cap. On June 23, 2026, 16,667 Series B shares were converted into 666,680 Common shares for no cash consideration under these terms.
What ongoing exposure to Spyre Therapeutics (SYRE) does the reporting fund retain?
The filing shows indirect holdings of Series A Preferred Stock that are convertible into 13,841,800 shares of Common Stock. These Series A shares are convertible at the holder’s option, subject to a 9.99% beneficial ownership limitation after giving effect to any conversion.
What do the beneficial ownership limitations mean for Spyre Therapeutics (SYRE) preferred conversions?
Both Series A and Series B Preferred Stock include a 9.99% beneficial ownership limitation. A holder, together with affiliates, cannot convert preferred shares if that conversion would result in beneficial ownership exceeding 9.99% of Spyre’s outstanding Common Stock immediately after conversion.