Viridian Therapeutics (VRDN) Form 4 Change in insider ownership

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^*

Fairmount Funds Management LLC

(Last) (First) (Middle)

2001 MARKET STREET, SUITE 2500

(Street)

PHILADELPHIA PA 19103

(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)	X	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
10/30/2020

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

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

	Form filed by One Reporting Person
X	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								87,891	I	Fairmount Healthcare Fund LP(1)
Common Stock								438,502	I	Fairmount Healthcare Fund II LP(2)

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
Series A Non-Voting Convertible Preferred Stock	(3)	10/30/2020		P		5,494		(3)	(3)	Common Stock	5,494,000	$465.96	21,999	I	Fairmount Healthcare Fund LP(1)
Series A Non-Voting Convertible Preferred Stock	(3)	10/30/2020		P		28,843		(3)	(3)	Common Stock	28,483,000	$465.96	111,192	I	Fairmount Healthcare Fund II LP(2)

1. Name and Address of Reporting Person^*

Fairmount Funds Management LLC

(Last) (First) (Middle)

2001 MARKET STREET, SUITE 2500

(Street)

PHILADELPHIA PA 19103

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Fairmount Healthcare Fund GP LLC

(Last) (First) (Middle)

2001 MARKET STREET, SUITE 2500

(Street)

PHILADELPHIA PA 19103

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Fairmount Healthcare Fund II GP LLC

(Last) (First) (Middle)

2001 MARKET STREET, SUITE 2500

(Street)

PHILADELPHIA PA 19103

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Fairmount Healthcare Fund L.P.

(Last) (First) (Middle)

2001 MARKET STREET, SUITE 2500

(Street)

PHILADELPHIA PA 19103

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Fairmount Healthcare Fund II L.P.

(Last) (First) (Middle)

2001 MARKET STREET, SUITE 2500

(Street)

PHILADELPHIA PA 19103

(City) (State) (Zip)

Explanation of Responses:

1. Fairmount Funds Management LLC and Fairmount Healthcare Fund GP LLC have voting power and investment power over the shares of Common Stock and Series A Non-Voting Convertible Preferred Stock held by Fairmount Healthcare Fund LP ("Fund I"). They disclaim beneficial ownership of securities held by Fund I for purposes of Rule 16a-1(a)(2), except to the extent of their pecuniary interest therein.

2. Fairmount Funds Management LLC and Fairmount Healthcare Fund II GP LLC have voting power and investment power over the shares of Common Stock and Series A Non-Voting Convertible Preferred Stock held by Fairmount Healthcare Fund II LP ("Fund II"). They disclaim beneficial ownership of securities held by Fund II for purposes of Rule 16a-1(a)(2), except to the extent of their pecuniary interest therein.

3. Following stockholder approval of the conversion of Series A Non-Voting Convertible Preferred Stock into shares of Common Stock, each share of Series A Non-Voting Convertible Preferred Stock is convertible into shares of Common Stock at any time at the option of the holder thereof, into 1,000 shares of Common Stock, subject to certain limitations, including that a holder of Series A Non-Voting Convertible Preferred Stock is prohibited from converting shares of Series A Non-Voting Convertible Preferred Stock into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than 19.99% of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion.

Remarks:

The Reporting Persons may each be deemed a director by deputization of Issuer by virtue of the fact that each of Peter Harwin and Tomas Kiselak serve on the board of directors of Issuer and are also each a Managing Member of Fairmount Funds Management LLC.

	/s/ Chris W. Trester, Attorney-in-fact for Fairmount Funds Management LLC	10/30/2020
	/s/ Chris W. Trester, Attorney-in-fact for Fairmount Healthcare Fund GP LLC	10/30/2020
	/s/ Chris W. Trester, Attorney-in-fact for Fairmount Healthcare Fund II GP LLC	10/30/2020
	/s/ Chris W. Trester, Attorney-in-fact for Fairmount Healthcare Fund LP	10/30/2020
	/s/ Chris W. Trester, Attorney-in-fact for Fairmount Healthcare Fund II LP	10/30/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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