Spyre Therapeutics Inc.

04/25/2024 | Press release | Distributed by Public on 04/25/2024 14:56

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person *
Fairmount Funds Management LLC
2. Issuer Name and Ticker or Trading Symbol
Spyre Therapeutics, Inc. [SYRE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
200 BARR HARBOR DRIVE , SUITE 400
3. Date of Earliest Transaction (Month/Day/Year)
(Street)
WEST CONSHOHOCKEN PA 19428
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Join/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership
Code V Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 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 5. Number of Derivative Securities Acquired (A) or Disposed of (D) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security 8. Price of Derivative Security 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 11. Nature of Indirect Beneficial Ownership
Code V (A) (D) Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Fairmount Funds Management LLC
200 BARR HARBOR DRIVE
SUITE 400
WEST CONSHOHOCKEN, PA19428



Fairmount Healthcare Fund II L.P.
200 BARR HARBOR DRIVE
SUITE 400
WEST CONSHOHOCKEN, PA19428



Kiselak Tomas
200 BARR HARBOR DRIVE
SUITE 400
WEST CONSHOHOCKEN, PA19428



Harwin Peter Evan
200 BARR HARBOR DRIVE
SUITE 400
WEST CONSHOHOCKEN, PA19428



Signatures

/s/ Tomas Kiselak, Managing Member of Fairmount Funds Management LLC 2024-04-25
**Signature of Reporting Person Date
/s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Fund II L.P. 2024-04-25
**Signature of Reporting Person Date
/s/ Tomas Kiselak 2024-04-25
**Signature of Reporting Person Date
/s/ Peter Harwin 2024-04-25
**Signature of Reporting Person Date

Explanation of Responses:

(*) If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Pursuant to an Exchange Agreement between Fairmount Healthcare Fund II L.P. ("Fund II") and the Issuer dated as of April 23, 2024, Fund II exchanged 90,992 shares of Series A Non-Voting Convertible Preferred Stock ("Series A Preferred Stock") for 3,639,680 shares of Common Stock, effective on April 25, 2024.
(2) Fairmount Funds Management LLC ("Fairmount") is the investment manager for Fund II. 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) 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.