Initial Statement of Beneficial Ownership (3)
October 30 2020 - 6:46PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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
*
Violin Jonathan |
2. Date of Event Requiring Statement (MM/DD/YYYY)
10/27/2020
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3. Issuer Name and Ticker or Trading Symbol
MIRAGEN THERAPEUTICS, INC. [MGEN]
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(Last)
(First)
(Middle)
C/O MIRAGEN THERAPEUTICS, INC., 6200 LOOKOUT RD. |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner ___X___ Officer (give title below) _____ Other (specify below) President and COO / |
(Street)
BOULDER, CO 80301
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 50124 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Employee Stock Option (Right to Buy) | (1) | 9/23/2030 | Common Stock | 4338079 | $0.01 | D | |
Series A Non-Voting Convertible Preferred Stock | (2) | (2) | Common Stock | 9413000 | (2) | D | |
Explanation of Responses: |
(1) | The option vests 25% on September 23, 2021 and then in equal monthly installments over the following 3 years, subject to the Reporting Person's continued service to the Issuer through each vesting date. |
(2) | 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. |
Remarks: Exhibit 24 - Power of Attorney |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Violin Jonathan C/O MIRAGEN THERAPEUTICS, INC. 6200 LOOKOUT RD. BOULDER, CO 80301 |
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| President and COO |
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Signatures
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/s/ Chris W. Trester, Attorney-in-fact for Jonathan Violin | | 10/28/2020 |
**Signature of Reporting Person | Date |
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