Fairmount Funds Management Llc disposed of 3,435,480 shares and acquired 812,076 shares (SEC Form 4)
$AGLE
Biotechnology: Pharmaceutical Preparations
Health Care
| 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). | |||||||||||||||||
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Spyre Therapeutics, Inc. [ SYRE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/29/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| 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) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| 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*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| 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. | ||