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).

1. Name and Address of Reporting Person* Fairmount Funds Management LLC (Last) (First) (Middle) 200 BARR HARBOR DRIVE SUITE 400 (Street) WEST CONSHOHOCKEN PA 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)
			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)

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
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 PA 19428 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Fairmount Healthcare Fund L.P. (Last) (First) (Middle) 200 BARR HARBOR DRIVE SUITE 400 (Street) WEST CONSHOHOCKEN PA 19428 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

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 PA 19428 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

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 PA 19428 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Kiselak Tomas (Last) (First) (Middle) 200 BARR HARBOR DRIVE SUITE 400 (Street) WEST CONSHOHOCKEN PA 19428 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Harwin Peter Evan (Last) (First) (Middle) 200 BARR HARBOR DRIVE SUITE 400 (Street) WEST CONSHOHOCKEN PA 19428 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

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
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