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
|
Page 2 of 10 Pages
|
1.
|
Name of Reporting Persons
Atlas Venture Fund XI, L.P.
|
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
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
8,140,1301
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
8,140,1301
|
9.
|
Aggregate Amount Beneficially Owned by
Each Reporting Person
8,140,1301
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
11.
|
Percent of Class Represented by Amount
in Row (9)
17.9%2
|
12.
|
Type of Reporting Person (See Instructions)
PN
|
(1) As described in Item 4 below, Atlas
Venture Fund XI, L.P., a Delaware limited partnership (“Atlas XI”), Atlas Venture Associates XI, L.P., a Delaware limited
partnership (“AVA XI LP”) and Atlas Venture Associates XI, LLC, a Delaware limited liability company (“AVA XI
LLC” and together with Atlas XI and AVA XI LP, the “Fund XI Reporting Persons”) beneficially own 8,140,130 shares
of the Issuer’s Common Stock. All of these shares are directly held by Atlas XI. AVA XI LP is the general partner of Atlas
XI and AVA XI LLC is the general partner of AVA XI LP. Each of AVA XI LP and AVA XI LLC has voting and dispositive power over the
shares held by Atlas XI. As such, each of the Fund XI Reporting Persons share voting and dispositive power with respect to the
shares held by Atlas XI.
(2) This percentage is calculated based
upon 45,446,903 outstanding shares of Common Stock of the Issuer as of December 31, 2020, as reported in the Issuer’s prospectus
and filed with the Securities and Exchange Commission on January 21, 2021.
CUSIP No. 26818M108
|
Page 3 of 10 Pages
|
1.
|
Name of Reporting Persons
Atlas Venture Associates XI, L.P.
|
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
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
8,140,1301
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
8,140,1301
|
9.
|
Aggregate Amount Beneficially Owned by
Each Reporting Person
8,140,1301
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
11.
|
Percent of Class Represented by Amount
in Row (9)
17.9%2
|
12.
|
Type of Reporting Person (See Instructions)
PN
|
(1) As described in Item 4 below, Atlas
Venture Fund XI, L.P., a Delaware limited partnership (“Atlas XI”), Atlas Venture Associates XI, L.P., a Delaware limited
partnership (“AVA XI LP”) and Atlas Venture Associates XI, LLC, a Delaware limited liability company (“AVA XI
LLC” and together with Atlas XI and AVA XI LP, the “Fund XI Reporting Persons”) beneficially own 8,140,130 shares
of the Issuer’s Common Stock. All of these shares are directly held by Atlas XI. AVA XI LP is the general partner of Atlas
XI and AVA XI LLC is the general partner of AVA XI LP. Each of AVA XI LP and AVA XI LLC has voting and dispositive power over the
shares held by Atlas XI. As such, each of the Fund XI Reporting Persons share voting and dispositive power with respect to the
shares held by Atlas XI.
(2) This percentage is calculated based
upon 45,446,903 outstanding shares of Common Stock of the Issuer as of December 31, 2020, as reported in the Issuer’s prospectus
and filed with the Securities and Exchange Commission on January 21, 2021.
CUSIP No. 26818M108
|
Page 4 of 10 Pages
|
1.
|
Name of Reporting Persons
Atlas Venture Associates XI, LLC
|
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
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
8,140,1301
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
8,140,1301
|
9.
|
Aggregate Amount Beneficially Owned by
Each Reporting Person
8,140,1301
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
11.
|
Percent of Class Represented by Amount
in Row (9)
17.9%2
|
12.
|
Type of Reporting Person (See Instructions)
OO
|
(1) As described in Item 4 below, Atlas
Venture Fund XI, L.P., a Delaware limited partnership (“Atlas XI”), Atlas Venture Associates XI, L.P., a Delaware limited
partnership (“AVA XI LP”) and Atlas Venture Associates XI, LLC, a Delaware limited liability company (“AVA XI
LLC” and together with Atlas XI and AVA XI LP, the “Fund XI Reporting Persons”) beneficially own 8,140,130 shares
of the Issuer’s Common Stock. All of these shares are directly held by Atlas XI. AVA XI LP is the general partner of Atlas
XI and AVA XI LLC is the general partner of AVA XI LP. Each of AVA XI LP and AVA XI LLC has voting and dispositive power over the
shares held by Atlas XI. As such, each of the Fund XI Reporting Persons share voting and dispositive power with respect to the
shares held by Atlas XI.
(2) This percentage is calculated based upon 45,446,903 outstanding
shares of Common Stock of the Issuer as of December 31, 2020, as reported in the Issuer’s prospectus and filed with the Securities
and Exchange Commission on January 21, 2021.
CUSIP No. 26818M108
|
Page 5 of 10 Pages
|
1.
|
Name of Reporting Persons
Atlas Venture Opportunity Fund I, L.P.
|
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
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
1,608,7851
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
1,608,7851
|
9.
|
Aggregate Amount Beneficially Owned by
Each Reporting Person
1,608,7851
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
11.
|
Percent of Class Represented by Amount
in Row (9)
3.5%2
|
12.
|
Type of Reporting Person (See Instructions)
PN
|
(1) As described in Item 4 below, Atlas
Venture Opportunity Fund I, L.P., a Delaware limited partnership (“AVO I”), Atlas Venture Associates Opportunity I,
L.P., a Delaware limited partnership (“AVAO LP”) and Atlas Venture Associates Opportunity I, LLC, a Delaware limited
liability company (“AVAO LLC” and together with AVO I and AVAO LP, the “Opportunity Fund Reporting Persons”)
beneficially own 1,608,785 shares of the Issuer’s Common Stock. All of these shares are directly held by AVO I. AVAO LP is
the general partner of AVO I and AVAO LLC is the general partner of AVAO LP. Each of AVAO LP and AVAO LLC has voting and dispositive
power over the shares held by AVO I. As such, each of the Opportunity Fund Reporting Persons share voting and dispositive power
with respect to the shares held by AVO I.
(2) This percentage is calculated based upon 45,446,903 outstanding
shares of Common Stock of the Issuer as of December 31, 2020, as reported in the Issuer’s prospectus and filed with the Securities
and Exchange Commission on January 21, 2021.
CUSIP No. 26818M108
|
Page 6 of 10 Pages
|
1.
|
Name of Reporting Persons
Atlas Venture Associates Opportunity I,
L.P.
|
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
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
1,608,7851
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
1,608,7851
|
9.
|
Aggregate Amount Beneficially Owned by
Each Reporting Person
1,608,7851
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
11.
|
Percent of Class Represented by Amount
in Row (9)
3.5%2
|
12.
|
Type of Reporting Person (See Instructions)
PN
|
(1) As described in Item 4 below, Atlas
Venture Opportunity Fund I, L.P., a Delaware limited partnership (“AVO I”), Atlas Venture Associates Opportunity I,
L.P., a Delaware limited partnership (“AVAO LP”) and Atlas Venture Associates Opportunity I, LLC, a Delaware limited
liability company (“AVAO LLC” and together with AVO I and AVAO LP, the “Opportunity Fund Reporting Persons”)
beneficially own 1,608,785 shares of the Issuer’s Common Stock. All of these shares are directly held by AVO I. AVAO LP is
the general partner of AVO I and AVAO LLC is the general partner of AVAO LP. Each of AVAO LP and AVAO LLC has voting and dispositive
power over the shares held by AVO I. As such, each of the Opportunity Fund Reporting Persons share voting and dispositive power
with respect to the shares held by AVO I.
(2) This percentage is calculated based upon 45,446,903 outstanding
shares of Common Stock of the Issuer as of December 31, 2020, as reported in the Issuer’s prospectus and filed with the Securities
and Exchange Commission on January 21, 2021.
CUSIP No. 26818M108
|
Page 7 of 10 Pages
|
1.
|
Name of Reporting Persons
Atlas Venture Associates Opportunity I,
LLC
|
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
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
1,608,7851
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
1,608,7851
|
9.
|
Aggregate Amount Beneficially Owned by
Each Reporting Person
1,608,7851
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
11.
|
Percent of Class Represented by Amount
in Row (9)
3.5%2
|
12.
|
Type of Reporting Person (See Instructions)
OO
|
(1) As described in Item 4 below, Atlas
Venture Opportunity Fund I, L.P., a Delaware limited partnership (“AVO I”), Atlas Venture Associates Opportunity I,
L.P., a Delaware limited partnership (“AVAO LP”) and Atlas Venture Associates Opportunity I, LLC, a Delaware limited
liability company (“AVAO LLC” and together with AVO I and AVAO LP, the “Opportunity Fund Reporting Persons”)
beneficially own 1,608,785 shares of the Issuer’s Common Stock. All of these shares are directly held by AVO I. AVAO LP is
the general partner of AVO I and AVAO LLC is the general partner of AVAO LP. Each of AVAO LP and AVAO LLC has voting and dispositive
power over the shares held by AVO I. As such, each of the Opportunity Fund Reporting Persons share voting and dispositive power
with respect to the shares held by AVO I.
(2) This percentage is calculated based upon 45,446,903 outstanding
shares of Common Stock of the Issuer as of December 31, 2020, as reported in the Issuer’s prospectus and filed with the Securities
and Exchange Commission on January 21, 2021.
CUSIP No. 26818M108
|
Page 8 of 10 Pages
|
Dyne Therapeutics, Inc. (the “Issuer”)
|
Item 1(b)
|
Address of Issuer's Principal Executive Offices
|
830 Winter Street
Waltham, MA 02451
|
Item 2(a)
|
Name of Person Filing
|
This Schedule 13G is filed by (i) Atlas Venture Fund XI, L.P.,
a Delaware limited partnership (“Atlas XI”), (ii) Atlas Venture Associates XI, L.P., a Delaware limited partnership
(“AVA XI LP”), (iii) Atlas Venture Associates XI, LLC, a Delaware limited liability company (“AVA XI LLC”
and together with Atlas XI and AVA XI LP, the “Fund XI Reporting Persons”), (iv) Atlas Venture Opportunity Fund I,
L.P., a Delaware limited partnership (“AVO I”), (v) Atlas Venture Associates Opportunity I, L.P., a Delaware limited
partnership (“AVAO LP”) and (vi) Atlas Venture Associates Opportunity I, LLC, a Delaware limited liability company
(“AVAO LLC” and together with AVO I and AVAO LP, the “Opportunity Fund Reporting Persons” and together
with the Fund XI Reporting Persons, the "Reporting Persons”).
|
Item 2(b)
|
Address of Principal Business Office or, if none, Residence
|
300 Technology Square, 8th Floor
Cambridge, Massachusetts 02139
Each of Atlas XI, AVA XI LP, AVO I and AVAO LP is a Delaware
limited partnership. Each of AVA XI LLC and AVAO LLC is a Delaware limited liability company.
|
Item 2(d)
|
Title of Class of Securities
|
Common Stock, $0.0001 par value per share
26818M108
Item 3
Not applicable.
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified in Item 1
(a) Amount beneficially owned: Atlas XI is the record owner
of 8,140,130 shares of Common Stock. AVA XI LP is the general partner of Atlas XI and AVA XI LLC is the general partner of AVA
XI LP. Each of Atlas XI, AVA XI LP and AVA XI LLC has shared voting and dispositive power over the shares held by Atlas XI. As
such, each of Atlas XI, AVA XI LP and AVA XI LLC may be deemed to beneficially own the shares held by Atlas XI.
Amount beneficially owned: AVO I is the record owner of 1,608,785
shares of Common Stock. AVAO LP is the general partner of AVO I and AVAO LLC is the general partner of AVAO LP. Each of AVO I,
AVAO LP and AVAO LLC has shared voting and dispositive power over the shares held by AVO I. As such, each of AVO I, AVAO LP and
AVAO LLC may be deemed to beneficially own the shares held by AVO I.
(b) Percent of class: Fund XI Reporting Persons and Opportunity
Fund Reporting Persons may be deemed to beneficially own 17.9% and 3.5%, respectively, of the Issuer’s outstanding Common
Stock, which percentages are calculated based upon 45,446,903 outstanding shares of Common Stock of the Issuer as of December 31,
2020, as reported in the Issuer’s prospectus and filed with the Securities and Exchange Commission on January 21, 2021
CUSIP No. 26818M108
|
Page 9 of 10 Pages
|
Collectively, the Reporting Persons beneficially own an aggregate
of 9,748,915 shares of Common Stock, which represents 21.5% of the Issuer's outstanding Common Stock. The Fund XI Reporting Persons
and the Opportunity Fund Reporting Persons are under common control and as a result, the Reporting Persons may be deemed to be
members of a group. However, the Reporting Persons disclaim such group membership, and this Schedule 13G shall not be deemed an
admission that the Reporting Persons are members of a group for purposes of Section 13 or for any other purposes.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to
direct the vote: None of the Reporting Persons have the sole power to direct the vote of the Common Stock.
(ii) Shared power to vote or
to direct the vote: Each Fund XI Reporting Person shares power to vote or direct the vote of 8,140,130 shares of Common Stock and
each Opportunity Fund Reporting Person shares power to vote or direct the vote of 1,608,785 shares of Common Stock.
(iii) Sole power to dispose
or to direct the disposition of: None of the Reporting Persons have the sole power to dispose or to direct the disposition of the
Common Stock.
(iv) Shared power to dispose
or to direct the disposition of: Each Fund XI Reporting Person shares power to dispose or to direct the disposition of 8,140,130
shares of Common Stock and each Opportunity Fund Reporting Person shares power to dispose or to direct the disposition of 1,608,785
shares of Common Stock.
|
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 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
|
Not applicable.
|
Item 8
|
Identification and Classification of Members of the Group
|
Not applicable.
|
Item 9
|
Notice of Dissolution of Group
|
Not applicable.
Not applicable.
CUSIP No. 26818M108
|
Page 10 of 10 Pages
|
SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 16, 2021
|
ATLAS VENTURE FUND XI, L.P.
|
|
|
|
By: Atlas Venture Associates XI, L.P., its general partner
|
|
By: Atlas Venture Associates XI, LLC, its general partner
|
|
|
|
|
By:
|
/s/ Ommer Chohan
|
|
|
Name:
|
Ommer Chohan
|
|
|
Title:
|
CFO
|
|
|
|
|
|
ATLAS VENTURE ASSOCIATES XI, L.P.
|
|
|
|
By: Atlas Venture Associates XI, LLC, its general partner
|
|
|
|
|
By:
|
/s/ Ommer Chohan
|
|
|
Name:
|
Ommer Chohan
|
|
|
Title:
|
CFO
|
|
|
|
|
|
ATLAS VENTURE ASSOCIATES XI, LLC
|
|
|
|
|
By:
|
/s/ Ommer Chohan
|
|
|
Name:
|
Ommer Chohan
|
|
|
Title:
|
CFO
|
|
|
|
|
|
|
ATLAS VENTURE OPPORTUNITY FUND I, L.P.
|
|
|
|
By: Atlas Venture Associates Opportunity I, L.P., its general partner
|
|
By: Atlas Venture Associates XI, LLC, its general partner
|
|
|
|
|
By:
|
/s/ Ommer Chohan
|
|
|
Name:
|
Ommer Chohan
|
|
|
Title:
|
CFO
|
|
|
|
|
|
ATLAS VENTURE ASSOCIATES OPPORTUNITY I, L.P.
|
|
|
|
By: Atlas Venture Associates Opportunity I, LLC, its general partner
|
|
|
|
|
By:
|
/s/ Ommer Chohan
|
|
|
Name:
|
Ommer Chohan
|
|
|
Title:
|
CFO
|
|
|
|
|
|
ATLAS VENTURE ASSOCIATES OPPORTUNITY I, LLC
|
|
|
|
|
By:
|
/s/ Ommer Chohan
|
|
|
Name:
|
Ommer Chohan
|
|
|
Title:
|
CFO
|
|
EXHIBITS
A:
|
Joint Filing Agreement
|
Exhibit A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under
the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement
on Schedule 13G (including amendments thereto) with respect to the Common Stock of Dyne Therapeutics, Inc. and further agree that
this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file
on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may
be signed in counterparts.
IN WITNESS WHEREOF, the undersigned have
executed this Joint Filing Agreement as of February 16, 2021.
|
ATLAS VENTURE FUND XI, L.P.
|
|
|
|
By: Atlas Venture Associates XI, L.P., its general partner
|
|
By: Atlas Venture Associates XI, LLC, its general partner
|
|
|
|
|
By:
|
/s/ Ommer Chohan
|
|
|
Name:
|
Ommer Chohan
|
|
|
Title:
|
CFO
|
|
|
|
|
|
ATLAS VENTURE ASSOCIATES XI, L.P.
|
|
|
|
By: Atlas Venture Associates XI, LLC, its general partner
|
|
|
|
|
By:
|
/s/ Ommer Chohan
|
|
|
Name:
|
Ommer Chohan
|
|
|
Title:
|
CFO
|
|
|
|
|
|
ATLAS VENTURE ASSOCIATES XI, LLC
|
|
|
|
|
By:
|
/s/ Ommer Chohan
|
|
|
Name:
|
Ommer Chohan
|
|
|
Title:
|
CFO
|
|
|
|
|
|
|
ATLAS VENTURE OPPORTUNITY FUND I, L.P.
|
|
|
|
By: Atlas Venture Associates Opportunity I, L.P., its general partner
|
|
By: Atlas Venture Associates XI, LLC, its general partner
|
|
|
|
|
By:
|
/s/ Ommer Chohan
|
|
|
Name:
|
Ommer Chohan
|
|
|
Title:
|
CFO
|
|
|
|
|
|
ATLAS VENTURE ASSOCIATES OPPORTUNITY I, L.P.
|
|
|
|
By: Atlas Venture Associates Opportunity I, LLC, its general partner
|
|
|
|
|
By:
|
/s/ Ommer Chohan
|
|
|
Name:
|
Ommer Chohan
|
|
|
Title:
|
CFO
|
|
|
|
|
|
ATLAS VENTURE ASSOCIATES OPPORTUNITY I, LLC
|
|
|
|
|
By:
|
/s/ Ommer Chohan
|
|
|
Name:
|
Ommer Chohan
|
|
|
Title:
|
CFO
|
|