SEC FORM 4

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

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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).

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^*

Miller Lawrence G.

(Last)

(First)

(Middle)

APNIMED, INC.

39 JOHN F. KENNEDY STREET, 4TH FLOOR

(Street)

CAMBRIDGE

MASSACHUSETTS

02138

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Apnimed, Inc. [ APMD ]

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)
08/03/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	08/03/2026		D⁽¹⁾		92,431	D	⁽¹⁾	0	I	By Lawrence G. Miller Irrevocable Family Trust⁽²⁾
Common Stock	08/03/2026		A⁽¹⁾		92,431	A	⁽¹⁾	92,431	I	By Lawrence G. Miller Irrevocable Family Trust⁽²⁾
Common Stock	08/03/2026		C⁽³⁾		10,845	A	⁽³⁾	103,276	I	By Lawrence G. Miller Irrevocable Family Trust⁽²⁾
Class A Common Stock	08/03/2026		D⁽¹⁾		88,954	D	⁽¹⁾	0	I	By Kathleen W. Miller Irrevocable Trust⁽²⁾
Common Stock	08/03/2026		A⁽¹⁾		88,954	A	⁽¹⁾	88,954	I	By Kathleen W. Miller Irrevocable Trust⁽²⁾
Class A Common Stock	08/03/2026		D⁽¹⁾		88,954	D	⁽¹⁾	0	I	By James S. Miller Irrevocable Trust⁽²⁾
Common Stock	08/03/2026		A⁽¹⁾		88,954	A	⁽¹⁾	88,954	I	By James S. Miller Irrevocable Trust⁽²⁾
Class A Common Stock	08/03/2026		D⁽¹⁾		88,954	D	⁽¹⁾	0	I	By David G. Miller Irrevocable Trust⁽²⁾
Common Stock	08/03/2026		A⁽¹⁾		88,954	A	⁽¹⁾	88,954	I	By David G. Miller Irrevocable Trust⁽²⁾
Class A Common Stock	08/03/2026		D⁽¹⁾		88,954	D	⁽¹⁾	0	I	By Ellen K. Williams Irrevocable Family Trust⁽²⁾
Common Stock	08/03/2026		A⁽¹⁾		88,954	A	⁽¹⁾	88,954	I	By Ellen K. Williams Irrevocable Family Trust⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	08/03/2026		C⁽³⁾			10,845	⁽¹⁾	⁽¹⁾	Common Stock	10,845	$0	0	I	By Lawrence G. Miller Irrevocable Family Trust⁽²⁾
Stock Option (Right to Buy)	$1	08/03/2026		D⁽¹⁾			688,042	⁽⁴⁾	01/29/2029	Class A Common Stock	688,042	$0	0	D
Stock Option (Right to Buy)	$1	08/03/2026		A⁽¹⁾		688,042		⁽⁴⁾	01/29/2029	Common Stock	688,042	$0	688,042	D
Stock Option (Right to Buy)	$1	08/03/2026		D⁽¹⁾			98,843	⁽⁴⁾	01/28/2030	Class A Common Stock	98,843	$0	0	D
Stock Option (Right to Buy)	$1	08/03/2026		A⁽¹⁾		98,843		⁽⁴⁾	01/28/2030	Common Stock	98,843	$0	98,843	D
Stock Option (Right to Buy)	$1.06	08/03/2026		D⁽¹⁾			302,541	⁽⁴⁾	03/31/2030	Class A Common Stock	302,541	$0	0	D
Stock Option (Right to Buy)	$1.06	08/03/2026		A⁽¹⁾		302,541		⁽⁴⁾	03/31/2030	Common Stock	302,541	$0	302,541	D
Stock Option (Right to Buy)	$2.74	08/03/2026		D⁽¹⁾			333,580	⁽⁴⁾	06/14/2032	Class A Common Stock	333,580	$0	0	D
Stock Option (Right to Buy)	$2.74	08/03/2026		A⁽¹⁾		333,580		⁽⁴⁾	06/14/2032	Common Stock	333,580	$0	333,580	D
Stock Option (Right to Buy)	$4	08/03/2026		D⁽¹⁾			333,580	⁽⁵⁾	12/22/2032	Class A Common Stock	333,580	$0	0	D
Stock Option (Right to Buy)	$4	08/03/2026		A⁽¹⁾		333,580		⁽⁵⁾	12/22/2032	Common Stock	333,580	$0	333,580	D
Stock Option (Right to Buy)	$4.87	08/03/2026		D⁽¹⁾			333,580	⁽⁶⁾	03/13/2034	Class A Common Stock	333,580	$0	0	D
Stock Option (Right to Buy)	$4.87	08/03/2026		A⁽¹⁾		333,580		⁽⁶⁾	03/13/2034	Common Stock	333,580	$0	333,580	D
Stock Option (Right to Buy)	$8.88	08/03/2026		D⁽¹⁾			59,303	⁽⁴⁾	07/14/2035	Class A Common Stock	59,303	$0	0	D
Stock Option (Right to Buy)	$8.88	08/03/2026		A⁽¹⁾		59,303		⁽⁴⁾	07/14/2035	Common Stock	59,303	$0	59,303	D
Stock Option (Right to Buy)	$8.88	08/03/2026		D⁽¹⁾			25,574	⁽⁷⁾	09/19/2035	Class A Common Stock	25,574	$0	0	D
Stock Option (Right to Buy)	$8.88	08/03/2026		A⁽¹⁾		25,574		⁽⁷⁾	09/19/2035	Common Stock	25,574	$0	25,574	D
Stock Option (Right to Buy)	$8.15	08/03/2026		D⁽¹⁾			74,128	⁽⁸⁾	06/01/2036	Class A Common Stock	74,128	$0	0	D
Stock Option (Right to Buy)	$8.15	08/03/2026		A⁽¹⁾		74,128		⁽⁸⁾	06/01/2036	Common Stock	74,128	$0	74,128	D

Explanation of Responses:

1. Pursuant to a reclassification exempt under Rule 16b-7 and Rule 16b-3, each share of Class A Common Stock was reclassified into one share of Common Stock.

2. The Reporting Person disclaims beneficial ownership of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.

3. Immediately prior to the Issuer's initial public offering, each share of Series A Preferred Stock automatically converted on a one-for-one basis into shares of the Issuer's Class A Common Stock. The Series A Preferred Stock has no expiration date.

4. 100% of the shares subject to the option are fully vested.

5. 25% of the shares subject to such option vest and become exercisable when the Reporting Person completes twelve months of continuous service after December 22, 2022, and the remainder of the shares vest and become exercisable in substantially equal quarterly installments for a period of 36 months thereafter, subject to the Reporting Person's continuous service to the Issuer on each such date.

6. 25% of the shares subject to such option vest and become exercisable when the Reporting Person completes twelve months of continuous service after December 21, 2023, and the remainder of the shares vest and become exercisable in substantially equal quarterly installments for a period of 36 months thereafter, subject to the Reporting Person's continuous service to the Issuer on each such date.

7. 25% of the shares subject to such option vest and become exercisable when the Reporting Person completes twelve months of continuous service after September 17, 2025, and the remainder of the shares vest and become exercisable in substantially equal quarterly installments for a period of 36 months thereafter, subject to the Reporting Person's continuous service to the Issuer on each such date.

8. The shares subject to such option vest and become exercisable in substantially equal monthly installments for a period of 24 months after June 1, 2026, subject to the Reporting Person's continuous service to the Issuer on each such date.

	/s/Kevin R. Lind, Attorney-in-Fact	08/03/2026
	** 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).
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.
* Form 4: SEC 1474 (03-26)