Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
*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 the disclosures provided in a prior cover page.
The information required in 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).
CUSIP No. 26818M108
1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RA Capital Management, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
2,805,045
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
2,805,045
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,805,045
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.2%
|
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, PN
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CUSIP No. 26818M108
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Peter Kolchinsky
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
2,805,045
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
2,805,045
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,805,045
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.2%
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, IN
|
CUSIP No. 26818M108
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Rajeev Shah
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
2,805,045
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
2,805,045
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,805,045
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.2%
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, IN
|
Item 1(a). Name of Issuer:
Dyne Therapeutics, Inc. (the “Issuer”)
Item 1(b). Address of Issuer’s Principal Executive Offices:
830 Winter Street, Waltham, MA 02451
Item 2(a). Names of Persons Filing:
The names of the persons filing
this report (collectively, the “Reporting Persons”) are:
RA Capital Management, L.P.
(“RA Capital”)
Peter Kolchinsky
Rajeev Shah
Item 2(b). Address
of Principal Business Office or, if None, Residence:
The address of the principal business
office of each of the Reporting Persons is:
c/o RA Capital Management,
L.P., 200 Berkeley Street, 18th Floor, Boston MA 02116
Item 2(c). Citizenship:
RA Capital is a Delaware limited
partnership. Dr. Kolchinsky and Mr. Shah are United States citizens.
Item 2(d). Title
of Class of Securities:
Common stock, par value $0.0001 per share (“Common
Stock”)
Item 2(e). CUSIP Number:
26818M108
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is
a:
(e) RA Capital Management, L.P.
is a registered investment adviser and is filing this statement in accordance with §240.13d-1(b)(1)(ii)(E);
(g) Peter Kolchinsky and Rajeev
Shah are control persons and are filing this statement in accordance with §240.13d-1(b)(1)(ii)(G).
Item 4. Ownership.
The information required by this
item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Schedule 13G. The
ownership percentages reported are based on 45,445,115 outstanding Common Stock, as reported in the Issuer’s 10-Q filed on
November 5, 2020.
RA Capital Healthcare Fund, L.P.
(the “Fund”) directly holds 2,028,815 shares of Common Stock. RA Capital Nexus Fund, L.P. (the “Nexus Fund”)
holds 568,061 shares of Common Stock. A separately managed account (the “Account”) holds 208,169 shares of Common Stock.
RA Capital Healthcare Fund GP, LLC is the general
partner of the Fund and RA Capital Nexus Fund GP, LLC is the general partner of the Nexus Fund. The general partner of RA Capital
is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the controlling persons. RA Capital serves as investment
adviser for the Fund, the Nexus Fund, and the Account and may be deemed a beneficial owner, for purposes of Section 13(d) of the
Securities Exchange Act of 1934 (the “Act”), of any securities of the Issuer held by the Fund, the Nexus Fund, and
the Account. The Fund and the Nexus Fund have delegated to RA Capital the sole power to vote and the sole power to dispose of all
securities held in the Fund’s and the Nexus Fund’s portfolios, including the shares of the Issuer’s Common Stock
reported herein. Because the Fund and the Nexus Fund have divested themselves of voting and investment power over the reported
securities they hold and may not revoke that delegation on less than 61 days’ notice, the Fund and the Nexus Fund disclaim
beneficial ownership of the securities they hold for purposes of Section 13(d) of the Act and therefore disclaim any obligation
to report ownership of the reported securities under Section 13(d) of the Act. As managers of RA Capital, Dr. Kolchinsky and Mr.
Shah may be deemed beneficial owners, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially owned
by RA Capital. RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of the securities reported in this Schedule
13G Statement (the “Statement”) other than for the purpose of determining their obligations under Section 13(d) of
the Act, and the filing of the Statement shall not be deemed an admission that either RA Capital, Dr. Kolchinsky, or Mr. Shah is
the beneficial owner of such securities for any other purpose.
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 Persons have 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.
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Item 7.
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Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that,
to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business
and 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, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best
of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete
and correct.
Date: February 16, 2021
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RA CAPITAL MANAGEMENT, L.P.
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|
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By:
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/s/ Peter Kolchinsky
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Name: Peter Kolchinsky
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Title: Authorized Signatory
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PETER KOLCHINSKY
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/s/ Peter Kolchinsky
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RAJEEV SHAH
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/s/ Rajeev Shah
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EXHIBIT 1
AGREEMENT
This Joint Filing Agreement, dated as of February 16, 2021,
is by and among RA Capital Management, L.P., Peter Kolchinsky, and Rajeev Shah (the foregoing are collectively referred to herein
as the “Filers”).
Each of the Filers may be required to file with the United States
Securities and Exchange Commission a statement on Schedule 13G and/or 13D with respect to Common Stock, par value $0.0001 per share
of Dyne Therapeutics, Inc. beneficially owned by them from time to time.
Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated
under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13G and/or
13D (and any amendments thereto) on behalf of each of such parties, and hereby further agree to file this Joint Filing Agreement
as an exhibit to such statement, as required by such rule.
This Joint Filing Agreement may be terminated by any of the
Filers upon one week’s prior written notice or such lesser period of notice as the Filers may mutually agree.
Executed and delivered as of the date first above written.
RA CAPITAL MANAGEMENT, L.P.
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|
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By:
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/s/ Peter Kolchinsky
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Name: Peter Kolchinsky
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|
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Title: Authorized Signatory
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PETER KOLCHINSKY
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/s/ Peter Kolchinsky
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RAJEEV SHAH
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/s/ Rajeev Shah
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