Kyle Lefkoff Form 4 MIRAGEN THERAPEUTICS / KYLE LEFKOFF ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LEFKOFF KYLE

(Last) (First) (Middle)

C/O MIRAGEN THERAPEUTICS, INC.

6200 LOOKOUT ROAD

(Street)

BOULDER CO 80301

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MIRAGEN THERAPEUTICS, INC. [ MGEN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/06/2017		S		9,392	D	$15.7144(1)	474,881	I	See Footnote(2)
Common Stock	03/06/2017		S		608	D	$16.2398(3)	474,273	I	See Footnote(2)
Common Stock	03/08/2017		S		5,000	D	$14.7028(4)	469,273	I	See Footnote(2)
Common Stock								1,607,437	I	See Footnote(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.20 to $16.20, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this footnote.

2. All of the shares are held by Boulder Ventures VI, L.P. ("BV VI LP"). BV Partners VI, LLC ("BV VI LLC"), the general partner of BV VI LP may be deemed to indirectly beneficially own the shares. Kyle A. Lefkoff, Peter A. Roshko and Jonathan L. Perl are managing members of BV VI LLC, and each share voting and dispositive power over the shares held by BV VI LP. The Reporting Person disclaims beneficial ownership of the shares, except to the extent of his pecuniary interest therein, if any.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.21 to $16.31, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this footnote.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.48 to $15.00, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this footnote.

5. All of the shares are held by Boulder Ventures V, L.P. ("BV V LP"). BV Partners V, LLC ("BV V LLC"), the general partner of BV V LP may be deemed to indirectly beneficially own the shares. Kyle A. Lefkoff, Peter A. Roshko and Jonathan L. Perl are managing members of BV V LLC, and each share voting and dispositive power over the shares held by BV V LP. The Reporting Person disclaims beneficial ownership of the shares, except to the extent of his pecuniary interest therein, if any.

Remarks:

	/s/ Brent D. Fassett, as Attorney-in-Fact for Kyle A. Lefkoff	03/08/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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