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
X	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* Shah Nimish P (Last) (First) (Middle) C/O APOGEE THERAPEUTICS, INC. 1 LETTERMAN DRIVE, BUILDING B (Street) SAN FRANCISCO CALIFORNIA 94129 (City) (State) (Zip) UNITED STATES (Country)	2. Issuer Name and Ticker or Trading Symbol Apogee Therapeutics, Inc. [ APGE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	2a. Foreign Trading Symbol
	3. Date of Earliest Transaction (Month/Day/Year) 09/03/2026	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person
	4. If Amendment, Date of Original Filed (Month/Day/Year)

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	09/03/2026		D		1,750,000(1)	D	$135.11	0	I	See footnote(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
Non-Voting Common Stock	$0	09/03/2026		D			6,743,321	(3)	(3)	Common Stock	6,743,321(4)	$135.11	0	I	See footnote(2)
Stock Option (Right to Buy)	$17	09/03/2026		D			47,758	(5)	07/13/2033	Common Stock	47,758	(6)	0	D(7)
Stock Option (Right to Buy)	$43.85	09/03/2026		D			10,370	(5)	06/05/2034	Common Stock	10,370	(6)	0	D(7)
Stock Option (Right to Buy)	$41.66	09/03/2026		D			14,461	(5)	06/17/2035	Common Stock	14,461	(6)	0	D(7)
Stock Option (Right to Buy)	$85	09/03/2026		D			7,657	(5)	06/09/2036	Common Stock	7,657	(6)	0	D(7)
Pre-Funded Warrants (Right to Buy)	(8)	09/03/2026		D			365,853	(9)	(9)	Common Stock	365,853	(6)	0	I	See footnote(10)

Explanation of Responses:

1. The reported securities, which were disposed of in connection with the acquisition of the Issuer by AbbVie Inc. (the "Merger"), represent (i) 460,075 shares of the Issuer's common stock ("Common Stock") held by Venrock Healthcare Capital Partners III, L.P. ("VHCP III"), (ii) 46,025 shares held by VHCP Co-Investment Holdings III, LLC ("VHCP Co-III") and (iii) 1,243,900 shares held by Venrock Healthcare Capital Partners EG, L.P. ("VHCP EG").

2. VHCP Management III, LLC ("VHCPM III") is the sole general partner of VHCP III and the sole manager of VHCP Co-III. VHCP Management EG, LLC ("VHCPM EG") is the sole general partner of VHCP EG. Dr. Bong Koh and Nimish Shah are the voting members of VHCPM III and VHCPM EG. Dr. Koh, Mr. Shah, VHCPM III and VHCPM EG disclaim beneficial ownership over all shares held by VHCP III, VHCP Co-III, and VHCP EG, except to the extent of their respective indirect pecuniary interests therein.

3. The Non-Voting Common Stock was convertible at any time and had no expiration date.

4. The reported securities, which were disposed of in connection with the Merger, represent (i) 2,495,319 shares of Non-Voting Common Stock held directly by VHCP III, (ii) 249,522 shares of Non-Voting Common Stock held directly by VHCP Co-III and (iii) 3,998,480 shares of Non-Voting Common Stock held directly by VHCP EG.

5. The reported options were vested as of the date of the Merger or became fully vested in connection with the Merger.

6. Each reported option and warrant was disposed of in connection with the Merger in exchange for a cash payment equal to the excess of $135.11 (the per share merger consideration) over the exercise price of such option or warrant.

7. Under an agreement between the Reporting Person and Venrock Management, LLC (the "Management Company"), the Reporting Person is deemed to hold the reported option and the shares underlying the option for the sole benefit of the Management Company. The Reporting Person disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein.

8. The exercise price of each reported warrant is $0.00001 per share.

9. The reported warrants had no expiration date and were exercisable immediately upon grant.

10. The reported warrants are held directly by Venrock Opportunities Fund, L.P. ("VOF"). Venrock Opportunities Management, LLC ("VO Management") is the general partner of VOF. The Reporting Person is a voting member of VO Management and expressly disclaims beneficial ownership over all shares held by VOF except to the extent of his indirect pecuniary interests therein.

	/s/ Matthew Batters, as attorney-in-fact for Nimish Shah	09/03/2026
	** 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).
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* Form 4: SEC 1474 (03-26)