Filing Details
- Accession Number:
- 0001193125-23-285257
- Form Type:
- 13D Filing
- Publication Date:
- 2023-11-28 19:00:00
- Filed By:
- Fairmount Funds Management Llc
- Company:
- Spyre Therapeutics Inc. (NASDAQ:SYRE)
- Filing Date:
- 2023-11-29
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Fairmount Funds Management | 0 | 3,813,901 | 0 | 3,813,901 | 3,813,901 | 12.70% |
| Fairmount Healthcare Fund | 0 | 11,043 | 0 | 11,043 | 11,043 | 0.04% |
| Fairmount Healthcare Fund II | 0 | 367,378 | 0 | 367,378 | 367,378 | 1.22% |
| Fairmount Healthcare Co-Invest | 0 | 3,435,480 | 0 | 3,435,480 | 3,435,480 | 11.44% |
| Peter Harwin | 0 | 3,813,901 | 0 | 3,813,901 | 3,813,901 | 12.70% |
| Tomas Kiselak | 0 | 3,813,901 | 0 | 3,813,901 | 3,813,901 | 12.70% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
SPYRE THERAPEUTICS, INC.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
00773J 202
(CUSIP Number)
Ms. Erin OConnor
Fairmount Funds Management LLC
200 Barr Harbor Drive, Suite 400
West Conshohocken, PA 19428
(267) 262-5300
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
-with copy to-
Ryan A. Murr
Gibson, Dunn & Crutcher LLP
555 Mission Street, Suite 3000
San Francisco, CA 94105
November 24, 2023
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box ☐.
| 1 | NAME OF REPORTING PERSON
Fairmount Funds Management LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
AF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
3,813,901(1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
3,813,901(1) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,813,901(1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.70%(2) | |||||
| 14 | TYPE OF REPORTING PERSON
IA | |||||
| (1) | The securities include 3,813,901 shares of common stock, $0.0001 par value (Common Stock). The securities exclude shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock, par value $0.0001 per share (the Series A Preferred Stock), in excess of the beneficial ownership limitation of 0.00%. |
| (2) | Based on 30,021,007 shares of Common Stock outstanding as of November 24, 2023. |
| 1 | NAME OF REPORTING PERSON
Fairmount Healthcare Fund LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
AF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
11,043(1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
11,043(1) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,043(1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.04%(2) | |||||
| 14 | TYPE OF REPORTING PERSON
PN | |||||
| (1) | The securities include 11,043 shares of Common Stock. The securities exclude shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock in excess of the beneficial ownership limitation of 0.00%. |
| (2) | Based on 30,021,007 shares of Common Stock outstanding as of November 24, 2023. |
| 1 | NAME OF REPORTING PERSON
Fairmount Healthcare Fund II LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
AF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
367,378(1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
367,378(1) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
367,378(1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.22%(2) | |||||
| 14 | TYPE OF REPORTING PERSON
PN | |||||
| (1) | The securities include 367,378 shares of Common Stock. The securities exclude shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock in excess of the beneficial ownership limitation of 0.00%. |
| (2) | Based on 30,021,007 shares of Common Stock outstanding as of November 24, 2023. |
| 1 | NAME OF REPORTING PERSON
Fairmount Healthcare Co-Invest LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
AF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
3,435,480(1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
3,435,480(1) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,435,480(1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.44%(2) | |||||
| 14 | TYPE OF REPORTING PERSON
PN | |||||
| (1) | The securities include 3,435,480 shares of Common Stock. |
| (2) | Based on 30,021,007 shares of Common Stock outstanding as of November 24, 2023. |
| 1 | NAME OF REPORTING PERSON
Peter Harwin | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
AF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
3,813,901(1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
3,813,901(1) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,813,901(1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.70%(2) | |||||
| 14 | TYPE OF REPORTING PERSON
IN | |||||
| (1) | The securities include 3,813,901 shares of Common Stock. The securities exclude shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock in excess of the beneficial ownership limitation of 0.00%. |
| (2) | Based on 30,021,007 shares of Common Stock outstanding as of November 24, 2023. |
| 1 | NAME OF REPORTING PERSON
Tomas Kiselak | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
AF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Slovak Republic | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
3,813,901(1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
3,813,901(1) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,813,901(1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.70%(2) | |||||
| 14 | TYPE OF REPORTING PERSON
IN | |||||
| (1) | The securities include 3,813,901 shares of Common Stock. The securities exclude shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock in excess of the beneficial ownership limitation of 0.00%. |
| (2) | Based on 30,021,007 shares of Common Stock outstanding as of November 24, 2023. |
| Item 1. | Security and Issuer |
This Amendment No. 1 amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission on June 30, 2023 (as amended, the Statement or the Schedule 13D) by the Reporting Persons with respect to the common stock, $0.0001 par value (Common Stock), of Spyre Therapeutics, Inc. (the Company or Spyre). Unless otherwise defined herein, capitalized terms used in this Amendment No. 1 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged. The address of the principal executive offices of the Company is 221 Crescent Street, Building 23, Suite 105, Waltham, MA 02453.
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is being filed jointly by (1) Fairmount Funds Management LLC, a Delaware limited liability company and Securities and Exchange Commission registered investment adviser under the Investment Advisers Act of 1940 (Fairmount Funds Management); (2) Fairmount Healthcare Fund LP, a Delaware limited partnership (Fund I); (3) Fairmount Healthcare Fund II LP, a Delaware limited partnership (Fund II); (4) Fairmount Healthcare Co-Invest LP, a Delaware limited partnership (Co-Invest); (5) Peter Harwin; and (6) Tomas Kiselak (Mr. Harwin and Mr. Kiselak, Fairmount Funds Management, Fund I, Fund II and Co-Invest are collectively referred to herein as the Reporting Persons). The joint filing agreement of the Reporting Persons is attached as Exhibit 99.1 to this Schedule 13D. |
Fairmount Funds Management serves as investment manager for Fund I, Fund II and Co-Invest and may be deemed a beneficial owner, for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the Act), of any securities of the Company held by Fund I, Fund II and Co-Invest. Fund I, Fund II and Co-Invest have delegated to Fairmount Funds Management the sole power to vote and the sole power to dispose of all securities held in Fund Is, Fund IIs and Co-Invests portfolio, including the shares of Common Stock reported herein. Because Fund I, Fund II and Co-Invest have divested themselves of voting and investment power over the reported securities they hold and may not revoke that delegation on less than 61 days notice, Fund I, Fund II and Co-Invest disclaim beneficial ownership of the securities they hold for purposes of Section 13(d) of the Act and therefore disclaim any obligation to report ownership of the reported securities under Section 13(d) of the Act. The general partner of Fairmount Funds Management is Fairmount Funds Management GP LLC (Fairmount GP). As managing members of Fairmount GP, Mr. Harwin, and Mr. Kiselak may be deemed beneficial owners, for purposes of Section 13(d) of the Act, of any securities of the Company beneficially owned by Fairmount Funds Management. Fairmount Funds Management, Fairmount GP, Mr. Harwin and Mr. Kiselak disclaim beneficial ownership of the securities reported in this Schedule 13D other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of this Schedule 13D shall not be deemed an admission that any of Fairmount Funds Management, Fairmount GP, Mr. Harwin or Mr. Kiselak is the beneficial owner of such securities for any other purpose.
| (b) | The principal business address of each of the Reporting Persons is 200 Barr Harbor Drive, Suite 400, West Conshohocken, PA 19428. |
| (c) | The principal business of Fairmount Funds Management is to provide discretionary investment management services to qualified investors through Fund I, Fund II and Co-Invest, which are each private pooled investment vehicles. The principal occupation of Mr. Harwin and Mr. Kiselak is investment management. |
| (d)(e) | During the last five years, none of the Reporting Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect at such laws. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Statement is hereby amended and supplemented as follows:
In aggregate, the Reporting Persons have voting and dispositive power over 3,813,901 shares of Common Stock of the Company. The securities exclude shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock in excess of the beneficial ownership limitation of 0.00%. Fairmount Funds Management does not own any Common Stock directly but are deemed to beneficially own Common Stock held by Fund I, Fund II and Co-Invest. Fairmount Funds Management, Mr. Harwin and Mr. Kiselak each disclaim beneficial ownership of such Common Stock, except to the extent of its or his pecuniary interest therein.
| Item 4. | Purpose of Transaction |
Item 4 is hereby amended and supplemented as follows:
The Reporting Persons own 12.70% of the Company in the aggregate, based upon the Companys aggregate outstanding shares as of November 24, 2023. The Reporting Persons securities include 3,813,901 shares of Common Stock. The securities exclude shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock in excess of the beneficial ownership limitation of 0.00%.
Conversion of Series A Preferred Stock
Pursuant to the terms of the Certificate of Designation of Preferences, Rights and Limitations of the Series A Non-Voting Convertible Preferred Stock, dated June 22, 2023 (the Certificate of Designation), on November 24, 2023, following stockholder approval of the issuance of shares of Common Stock upon conversion of the Series A Preferred Stock, each share of Series A Preferred Stock automatically converted into 40 shares of Common Stock, subject to beneficial ownership limitations. The shares of Series A Preferred Stock held by Co-Invest automatically converted into 3,435,480 shares of Common Stock (the Conversion). The shares of Series A Preferred Stock held by Fund I and Fund II are subject to a beneficial ownership limitation of 0.00% and were not converted.
Reverse Stock Split
On September 28, 2023, the Company effected a reverse stock split of the Common Stock at a ratio of 1-for-25, whereby every 25 shares of Common Stock outstanding were combined, automatically and without any action on the part of the Company or its stockholders, into one new share of Common Stock. Proportionate adjustments were made to the conversion ratio of the Series A Preferred Stock in accordance with the Certificate of Designations. All share amounts in this Amendment No. 1 are presented on a split-adjusted basis.
| Item 5. | Interest in Securities of the Company |
Item 5 is hereby amended and supplemented as follows:
The percentages used in this Schedule 13D are calculated based upon 30,021,007 shares of Common Stock outstanding as of November 24, 2023. The Reporting Persons securities include 3,813,901 shares of Common Stock. The securities exclude shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock in excess of the beneficial ownership limitation of 0.00%.
Fairmount Funds Management is the investment manager or adviser to Fund I, Fund II and Co-Invest, and has voting and dispositive power over shares of Common Stock held on behalf of Fund I, Fund II and Co-Invest. Other than the Conversion discussed above, the Reporting Persons have not had any transactions in the Common Stock.
| Item 7. | Material to be Filed as Exhibits |
| Exhibit No. | Description | |
| 99.1 | Joint Filing Agreement (incorporated by reference to Exhibit 99.1 of the Reporting Persons Schedule 13D filed with the SEC on June 30, 2023). | |
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement as of November 29, 2023.
| FAIRMOUNT FUNDS MANAGEMENT LLC | ||||||||
| By: | /s/ Peter Harwin | /s/ Tomas Kiselak | ||||||
| Peter Harwin | Tomas Kiselak | |||||||
| Managing Member | Managing Member | |||||||
| FAIRMOUNT HEALTHCARE FUND LP | ||||||||
| By: | /s/ Peter Harwin | /s/ Tomas Kiselak | ||||||
| Peter Harwin | Tomas Kiselak | |||||||
| Managing Member | Managing Member | |||||||
| FAIRMOUNT HEALTHCARE FUND II LP | ||||||||
| By: | /s/ Peter Harwin | /s/ Tomas Kiselak | ||||||
| Peter Harwin | Tomas Kiselak | |||||||
| Managing Member | Managing Member | |||||||
| FAIRMOUNT HEALTHCARE CO-INVEST LP | ||||||||
| /s/ Peter Harwin | /s/ Tomas Kiselak | |||||||
| Peter Harwin | Tomas Kiselak | |||||||
| Managing Member | Managing Member | |||||||
| /s/ Peter Harwin |
| Peter Harwin |
| /s/ Tomas Kiselak |
| Tomas Kiselak |