Statement of Ownership (sc 13g)
January 03 2019 - 4:09PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c),
AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No.
)
1
|
Miragen Therapeutics, Inc.
|
|
(Name of Issuer)
|
|
Common Stock, $0.01 par value
|
|
(Title of Class of Securities)
|
|
December 26, 2018
|
|
(Date of Event Which Requires Filing of this
Statement)
|
Check the appropriate box
to designate the rule pursuant to which this Schedule is filed:
1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however,
see
the
Notes
).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
683 CAPITAL MANAGEMENT, LLC
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
|
NUMBER OF
|
|
5
|
|
SOLE VOTING POWER
|
|
|
SHARES
|
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
|
EACH
|
|
|
|
|
|
|
REPORTING
|
|
|
|
|
1,697,038
|
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,697,038
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
1,697,038
|
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
|
|
5.5%
|
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
IA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
683 CAPITAL PARTNERS, LP
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
|
NUMBER OF
|
|
5
|
|
SOLE VOTING POWER
|
|
|
SHARES
|
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
|
EACH
|
|
|
|
|
|
|
REPORTING
|
|
|
|
|
1,697,038
|
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,697,038
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
1,697,038
|
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
|
|
5.5%
|
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
ARI ZWEIMAN
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
|
|
UNITED STATES
|
|
|
NUMBER OF
|
|
5
|
|
SOLE VOTING POWER
|
|
|
SHARES
|
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
|
EACH
|
|
|
|
|
|
|
REPORTING
|
|
|
|
|
1,697,038
|
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,697,038
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
1,697,038
|
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
|
|
5.5%
|
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
|
|
Item 1(a).
|
Name of Issuer:
|
Miragen Therapeutics, Inc. (the “Issuer”).
|
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
|
6200 Lookout Road
Boulder, CO 80301
|
|
Item 2(a).
|
Name of Person Filing:
|
The names of the persons filing
this statement on Schedule 13G (collectively, the
“Reporting Persons”) are:
|
|
·
|
683 Capital Management, LLC
|
|
|
·
|
683 Capital Partners, LP and
|
|
|
Item 2(b).
|
Address of Principal Business Office or, if none, Residence:
|
The principal business address for
each of the Reporting Persons is 3 Columbus Circle, Suite 2205, New York, New York 10019.
683 Capital Management, LLC is a
Delaware limited liability company. 683 Capital Partners, LP is a Delaware limited partnership. Ari Zweiman is a citizen of the
United States of America.
|
|
Item 2(d).
|
Title of Class of Securities:
|
Common Stock, $0.01 par value (the
“Shares”).
60463E103
|
|
Item 3.
|
If this statement is filed pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether
the person filing is a:
|
|
|
|
/X/
|
Not Applicable
|
|
|
(a)
|
/ /
|
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
|
|
|
(b)
|
/ /
|
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
|
|
|
(c)
|
/ /
|
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
|
|
|
(d)
|
/ /
|
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
|
|
(e)
|
/ /
|
Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E).
|
|
|
(f)
|
/ /
|
Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F).
|
|
|
(g)
|
/ /
|
Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G).
|
|
|
(h)
|
/ /
|
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
|
|
|
(i)
|
/ /
|
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3).
|
|
|
(j)
|
/ /
|
Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
|
|
|
(k)
|
/ /
|
Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
|
All ownership
information reported in this Item 4 is as of the close of business on January 3, 2019.
683 Capital
Management, LLC
|
|
(a)
|
Amount beneficially owned:
|
1,697,038
Shares
5.5%
(based on 30,839,463 common units issued and outstanding, as disclosed in the Issuer’s Quarterly Report on Form 10-Q (as
amended), filed by the issuer with the U.S. Securities and Exchange Commission on November 07, 2018)
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
Sole power to vote or to direct the vote
|
0 Shares
|
|
(ii)
|
Shared power to vote or to direct the vote
|
1,697,038
Shares
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
0 Shares
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
1,697,038
Shares
683 Capital
Partners, LP
|
|
(a)
|
Amount beneficially owned:
|
1,697,038
Shares
5.5%
(based on 30,839,463 common units issued and outstanding, as disclosed in the Issuer’s Quarterly Report on Form 10-Q (as
amended), filed by the issuer with the U.S. Securities and Exchange Commission on November 07, 2018)
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
Sole power to vote or to direct the vote
|
0 Shares
|
|
(ii)
|
Shared power to vote or to direct the vote
|
1,697,038
Shares
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
0 Shares
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
1,697,038
Shares
Ari Zweiman
|
|
(a)
|
Amount beneficially owned:
|
1,697,038
Shares
5.5%
(based on 30,839,463 common units issued and outstanding, as disclosed in the Issuer’s Quarterly Report on Form 10-Q (as
amended), filed by the issuer with the U.S. Securities and Exchange Commission on November 07, 2018)
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
Sole power to vote or to direct the vote
|
0 Shares
|
|
(ii)
|
Shared power to vote or to direct the vote
|
1,697,038
Shares
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
0 Shares
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
1,697,038
Shares
The filing of this Schedule 13G
shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial
owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial
ownership of the securities reported herein that he or it does not directly own.
|
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
If this statement
is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following [ ].
|
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
Not applicable.
|
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported
on by the Parent Holding Company or Control Person.
|
Not applicable.
|
|
Item 8.
|
Identification and Classification of Members of the Group.
|
See Exhibit 99.1.
|
|
Item 9.
|
Notice of Dissolution of Group.
|
Not Applicable.
By signing below the
undersigned certifies, to the best of its or his knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURES
After reasonable inquiry
and to the best of its or his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
|
Dated: January 3, 2019
|
|
|
|
|
|
|
683 CAPITAL MANAGEMENT, LLC
|
|
|
|
|
|
|
|
|
By:
|
/s/ Ari Zweiman
|
|
|
|
Name:
|
Ari Zweiman
|
|
|
|
Title:
|
Authorized Person
|
|
|
683 CAPITAL PARTNERS, LP
|
|
|
By:
|
/s/ Ari Zweiman
|
|
|
|
Name:
|
Ari Zweiman
|
|
|
|
Title:
|
Authorized Person
|
|
|
|
|
|
By:
|
/s/ Ari Zweiman
|
|
|
|
Name:
|
Ari Zweiman
|
Miragen Therapeutics (NASDAQ:MGEN)
Historical Stock Chart
From Mar 2024 to Apr 2024
Miragen Therapeutics (NASDAQ:MGEN)
Historical Stock Chart
From Apr 2023 to Apr 2024
