FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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 *

Fairmount Funds Management LLC
2. Issuer Name and Ticker or Trading Symbol

MIRAGEN THERAPEUTICS, INC. [ MGEN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    __X__ Other (specify below)
See Remarks
(Last)          (First)          (Middle)

2001 MARKET STREET, SUITE 2500
3. Date of Earliest Transaction (MM/DD/YYYY)

10/30/2020
(Street)

PHILADELPHIA, PA 19103
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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         87891 I Fairmount Healthcare Fund LP (1)
Common Stock         438502 I Fairmount Healthcare Fund II LP (2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Series A Non-Voting Convertible Preferred Stock  (3)10/30/2020  P   5494     (3) (3)Common Stock 5494000 $465.96 21999 I Fairmount Healthcare Fund LP (1)
Series A Non-Voting Convertible Preferred Stock  (3)10/30/2020  P   28843     (3) (3)Common Stock 28483000 $465.96 111192 I Fairmount Healthcare Fund II LP (2)

Explanation of Responses:
(1) Fairmount Funds Management LLC and Fairmount Healthcare Fund GP LLC have voting power and investment power over the shares of Common Stock and Series A Non-Voting Convertible Preferred Stock held by Fairmount Healthcare Fund LP ("Fund I"). They disclaim beneficial ownership of securities held by Fund I for purposes of Rule 16a-1(a)(2), except to the extent of their pecuniary interest therein.
(2) Fairmount Funds Management LLC and Fairmount Healthcare Fund II GP LLC have voting power and investment power over the shares of Common Stock and Series A Non-Voting Convertible Preferred Stock held by Fairmount Healthcare Fund II LP ("Fund II"). They disclaim beneficial ownership of securities held by Fund II for purposes of Rule 16a-1(a)(2), except to the extent of their pecuniary interest therein.
(3) Following stockholder approval of the conversion of Series A Non-Voting Convertible Preferred Stock into shares of Common Stock, each share of Series A Non-Voting Convertible Preferred Stock is convertible into shares of Common Stock at any time at the option of the holder thereof, into 1,000 shares of Common Stock, subject to certain limitations, including that a holder of Series A Non-Voting Convertible Preferred Stock is prohibited from converting shares of Series A Non-Voting Convertible Preferred Stock into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than 19.99% of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion.

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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Fairmount Funds Management LLC
2001 MARKET STREET, SUITE 2500
PHILADELPHIA, PA 19103
X

See Remarks
Fairmount Healthcare Fund GP LLC
2001 MARKET STREET, SUITE 2500
PHILADELPHIA, PA 19103
X

See Remarks
Fairmount Healthcare Fund II GP LLC
2001 MARKET STREET, SUITE 2500
PHILADELPHIA, PA 19103
X

See Remarks
Fairmount Healthcare Fund L.P.
2001 MARKET STREET, SUITE 2500
PHILADELPHIA, PA 19103
X

See Remarks
Fairmount Healthcare Fund II L.P.
2001 MARKET STREET, SUITE 2500
PHILADELPHIA, PA 19103
X

See Remarks

Signatures
/s/ Chris W. Trester, Attorney-in-fact for Fairmount Funds Management LLC10/30/2020
**Signature of Reporting PersonDate

/s/ Chris W. Trester, Attorney-in-fact for Fairmount Healthcare Fund GP LLC10/30/2020
**Signature of Reporting PersonDate

/s/ Chris W. Trester, Attorney-in-fact for Fairmount Healthcare Fund II GP LLC10/30/2020
**Signature of Reporting PersonDate

/s/ Chris W. Trester, Attorney-in-fact for Fairmount Healthcare Fund LP10/30/2020
**Signature of Reporting PersonDate

/s/ Chris W. Trester, Attorney-in-fact for Fairmount Healthcare Fund II LP10/30/2020
**Signature of Reporting PersonDate

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