FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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 |
|
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 06/22/2023 |
3. Issuer Name and Ticker or Trading Symbol
Aeglea BioTherapeutics, Inc. [ AGLE ] |
|||||||||||||
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Beneficially Owned | |||
---|---|---|---|
1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 276,082 | I | By Fairmount Healthcare Fund LP((1) |
Common Stock | 9,184,458 | I | By Fairmount Healthcare Fund II LP(1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
---|---|---|---|---|---|---|---|
1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Stock Option (Right to Buy) | (2)(3) | 06/22/2033 | Common Stock | 1,950,000 | $0.3 | I | By Peter Harwin(4) |
Stock Option (Right to Buy) | (2)(3) | 06/22/2033 | Common Stock | 1,950,000 | $0.3 | I | By Tomas Kiselak(4) |
Series A Preferred Stock | (5) | (5) | Common Stock | 12,675,000 | (5) | I | By Fairmount Healthcare Fund LP(1) |
Series A Preferred Stock | (5) | (5) | Common Stock | 424,362,000 | (5) | I | By Fairmount Healthcare Fund II LP(1) |
Series A Preferred Stock | (5) | (5) | Common Stock | 85,887,000 | (5) | I | By Fairmount Healthcare Co-Invest LP(1) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
Explanation of Responses: |
1. Fairmount Funds Management LLC ("Fairmount") is the investment manager for Fairmount Healthcare Fund LP, Fairmount Healthcare Fund II LP and Fairmount Healthcare Co-Invest LP. 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. |
2. This option award is contingent upon receiving stockholder approval of the amendment and/or restatement of the 2016 Equity Incentive Plan to increase the number of shares available for issuance thereunder. |
3. The stock option vests and becomes exercisable in 12 equal monthly installments beginning on July 22, 2023, or on the date of the next annual meeting of stockholders, if earlier, subject to the continuing service of the Reporting Person on each vesting date. |
4. Under the Reporting Person's arrangement with Fairmount Funds Management LLC (the "Adviser"), the Reporting Person holds the option for one or more investment vehicles managed by the Adviser (each, a "Fairmount Fund"). The Reporting Person is obligated to turn over to the Adviser any net cash or stock received from the option for the benefit of such Fairmount Fund. The Reporting Person therefore disclaims beneficial ownership of the option and underlying common stock. |
5. Following stockholder approval of the conversion of Series A Preferred Stock into shares of Common Stock, each share of Series A Preferred Stock will automatically convert into 1,000 shares of Common Stock, subject to certain limitations. |
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 | 06/30/2023 | |
/s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Fund LP | 06/30/2023 | |
/s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Fund II LP | 06/30/2023 | |
/s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Co-Invest LP | 06/30/2023 | |
/s/ Tomas Kiselak | 06/30/2023 | |
/s/ Peter Harwin | 06/30/2023 | |
** 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 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). | ||
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. |