SEC FORM 4

SEC FORM 4 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

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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^*

Fairmount Funds Management LLC

(Last)

(First)

(Middle)

200 BARR HARBOR DRIVE

SUITE 400

(Street)

WEST CONSHOHOCKEN

19428

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Spyre Therapeutics, Inc. [ SYRE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/29/2023

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/29/2023		J⁽¹⁾		3,435,480	D	$0.00	0	I	By Fairmount Healthcare Co-Invest L.P.⁽²⁾
Common Stock	12/29/2023		J⁽¹⁾		406,038	A	$0.00	406,038	I	By Tomas Kiselak
Common Stock	12/29/2023		J⁽¹⁾		406,038	A	$0.00	406,038	I	By Peter Harwin
Common Stock								378,421⁽³⁾	I	By Fairmount Healthcare Fund II L.P.⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Common Stock	17,481,480		437,037⁽³⁾	I	By Fairmount Healthcare Fund II L.P.⁽²⁾
Series B Preferred Stock	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	666,680		16,667	I	By Fairmount Healthcare Fund II L.P.⁽²⁾

1. Name and Address of Reporting Person^*

Fairmount Funds Management LLC

(Last)

(First)

(Middle)

200 BARR HARBOR DRIVE

SUITE 400

(Street)

WEST CONSHOHOCKEN

19428

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Fairmount Healthcare Fund L.P.

(Last)

(First)

(Middle)

200 BARR HARBOR DRIVE

SUITE 400

(Street)

WEST CONSHOHOCKEN

19428

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Fairmount Healthcare Fund II L.P.

(Last)

(First)

(Middle)

200 BARR HARBOR DRIVE

SUITE 400

(Street)

WEST CONSHOHOCKEN

19428

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Fairmount Healthcare Co-Invest L.P.

(Last)

(First)

(Middle)

200 BARR HARBOR DRIVE

SUITE 400

(Street)

WEST CONSHOHOCKEN

19428

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Kiselak Tomas

(Last)

(First)

(Middle)

200 BARR HARBOR DRIVE

SUITE 400

(Street)

WEST CONSHOHOCKEN

19428

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Harwin Peter Evan

(Last)

(First)

(Middle)

200 BARR HARBOR DRIVE

SUITE 400

(Street)

WEST CONSHOHOCKEN

19428

(City)

(State)

(Zip)

Explanation of Responses:

1. Represents a pro rata distribution, and not a purchase or sale, without additional consideration by Fairmount Healthcare Co-Invest L.P. ("Co-Invest") to its limited partners pursuant to a Rule 10b5-1 trading plan adopted by Co-Invest on September 29, 2023.

2. Fairmount Funds Management LLC ("Fairmount") is the investment manager for Fairmount Healthcare Fund L.P. ("Fund I"), Fairmount Healthcare Fund II L.P. ("Fund II") and Co-Invest. The general partner of Fairmount is Fairmount Funds Management GP LLC ("Fairmount GP"), of which Peter Harwin and Tomas Kiselak are the managing members. Fairmount, Fairmount GP, Mr. Harwin, and Mr. Kiselak disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.

3. On December 29, 2023, the shares of Common Stock and Series A non-voting convertible preferred stock (the "Series A Preferred Stock") held by Fund I were transferred to Fund II.

4. 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 0.00% of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion.

5. Following stockholder approval of the conversion of the Series B non-voting convertible preferred stock (the "Series B Preferred Stock") into shares of Common Stock, each share of Series B Preferred Stock will automatically convert into 40 shares of Common Stock, subject to certain 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 0.00% of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion.

Remarks:

The Reporting Persons may each be deemed a director by deputization of Issuer by virtue of the fact that each of Peter Harwin and Tomas Kiselak serve on the board of directors of Issuer and are also each a Managing Member of Fairmount Funds Management LLC.

	/s/ Tomas Kiselak, Managing Member of Fairmount Funds Management LLC	12/29/2023
	/s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Fund L.P.	12/29/2023
	/s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Fund II L.P.	12/29/2023
	/s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Co-Invest L.P.	12/29/2023
	/s/ Tomas Kiselak	12/29/2023
	/s/ Peter Harwin	12/29/2023
	** 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.

Fairmount Funds Management Llc disposed of 3,435,480 shares and acquired 812,076 shares (SEC Form 4)