Apnimed Inc.

08/03/2026 | Press release | Distributed by Public on 08/03/2026 14:01

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
Miller Lawrence G.
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)
(Last) (First) (Middle)
APNIMED, INC., 39 JOHN F. KENNEDY STREET, 4TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
08/03/2026
(Street)
CAMBRIDGE, MA 02138
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
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
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)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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 (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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Miller Lawrence G.
APNIMED, INC.
39 JOHN F. KENNEDY STREET, 4TH FLOOR
CAMBRIDGE, MA 02138
X

Signatures

/s/Kevin R. Lind, Attorney-in-Fact 08/03/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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