Statement of Changes in Beneficial Ownership (4)
October 30 2020 - 11:54AM
Edgar (US Regulatory)
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
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1. Name and Address of Reporting Person
*
Fairmount Funds Management LLC |
2. Issuer Name and Ticker or Trading Symbol
MIRAGEN THERAPEUTICS, INC.
[
MGEN
]
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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)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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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)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. 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 Date | 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 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 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
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Fairmount Funds Management LLC 2001 MARKET STREET, SUITE 2500 PHILADELPHIA, PA 19103 | X |
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| See Remarks |
Fairmount Healthcare Fund GP LLC 2001 MARKET STREET, SUITE 2500 PHILADELPHIA, PA 19103 | X |
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| See Remarks |
Fairmount Healthcare Fund II GP LLC 2001 MARKET STREET, SUITE 2500 PHILADELPHIA, PA 19103 | X |
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| See Remarks |
Fairmount Healthcare Fund L.P. 2001 MARKET STREET, SUITE 2500 PHILADELPHIA, PA 19103 | X |
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| See Remarks |
Fairmount Healthcare Fund II L.P. 2001 MARKET STREET, SUITE 2500 PHILADELPHIA, PA 19103 | X |
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| See Remarks |
Signatures
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/s/ Chris W. Trester, Attorney-in-fact for Fairmount Funds Management LLC | | 10/30/2020 |
**Signature of Reporting Person | Date |
/s/ Chris W. Trester, Attorney-in-fact for Fairmount Healthcare Fund GP LLC | | 10/30/2020 |
**Signature of Reporting Person | Date |
/s/ Chris W. Trester, Attorney-in-fact for Fairmount Healthcare Fund II GP LLC | | 10/30/2020 |
**Signature of Reporting Person | Date |
/s/ Chris W. Trester, Attorney-in-fact for Fairmount Healthcare Fund LP | | 10/30/2020 |
**Signature of Reporting Person | Date |
/s/ Chris W. Trester, Attorney-in-fact for Fairmount Healthcare Fund II LP | | 10/30/2020 |
**Signature of Reporting Person | Date |
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