VRDN Viridian Therapeutics Inc

CUSIP No. 92790C104

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CUSIP No. 92790C104

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CUSIP No. 92790C104

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CUSIP No. 92790C104

This Amendment No. 1 amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission on January 5, 2021 (the “Statement”) by the Reporting Persons with respect to the common stock, $0.01 par value (“Common Stock”), of Viridian Therapeutics, Inc. (the “Company” or “Viridian”). 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 203 Crescent Street, Bldg. 17, Suite 102B, Waltham, MA 02453.

Item 3 of the Statement is hereby amended and supplemented as follows:

In aggregate, the Reporting Persons have voting and dispositive power over 3,460,351 shares of Common Stock of the Company, which is comprised of (a) 944,092 shares of Common Stock, and (b) 2,516,259.14 (rounded to 2,516,259 shares for purposes of reporting in this Schedule 13D) shares of Common Stock issuable upon conversion of 37,742 shares of Series A Preferred Stock, the conversion of which is subject to a beneficial ownership limitation of 19.99% of the outstanding 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. On September 21, 2021, the Reporting Persons purchased a total of 909,000 shares of Common Stock of the Company for an aggregate purchase price of $9,999,000. The shares were purchased with working capital. Fairmount Funds Management, Fairmount GP, and Fairmount GP II do not own any Common Stock directly but are deemed to beneficially own Common Stock held by the Clients. Fairmount Funds Management, Fairmount GP, and Fairmount GP II disclaim beneficial ownership of such Common Stock, except to the extent of their pecuniary interest therein.

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CUSIP No. 92790C104

Item 4 is hereby amended and supplemented as follows:

The Reporting Persons purchased the shares of Common Stock of the Company referenced in Item 3 for investment purposes.

Lock-up Agreement

Pursuant to lock-up agreements signed in connection with the Issuer’s Offering, the Clients, certain other stockholders of the Issuer and each director and officer of the Issuer agreed with the representatives of the underwriters (the “Representatives”), subject to specified exceptions, not to directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of any shares of our common stock beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned that are convertible into or exercisable or exchangeable for our common stock; or dispose of any shares of common stock, options to acquire shares of common stock, or securities exchangeable or exercisable for or convertible into shares of common stock currently or hereafter owned either of record or beneficially. This restriction terminates after the close of trading of the common stock on and including the 90th day after the date of this prospectus supplement.

The percentages used in this Schedule 13D are calculated based upon 17,310,599 shares of Common Stock outstanding as of September 23, 2021. The Reporting Persons’ securities include (a) 944,902 shares of Common Stock, and (b) 2,516,259.14 (rounded to 2,516,259 shares for purposes of reporting in this Schedule 13D) shares of Common Stock issuable upon conversion of 37,742 shares of Series A Preferred Stock, the conversion of which is subject to a beneficial ownership limitation of 19.99% of the outstanding 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.

Fairmount Funds Management is the investment manager or adviser to the Clients and has voting and dispositive power over shares of Common Stock held on behalf of the Clients. Fairmount GP serves as the general partner to Fairmount Healthcare Fund LP, and Fairmount GP II serves as the general partner to Fairmount Healthcare Fund II LP, and are deemed to share voting and dispositive power over shares of Common Stock held on behalf of the Clients in their capacity as general partners.

The following table lists the Reporting Person’s transaction in Common Stock that was effected in the sixty days prior to the filing of this Schedule 13D:

Item 7. Material to be Filed as Exhibits

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CUSIP No. 92790C104

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 September 23, 2021.

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