UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Viridian Therapeutics, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
92790C104
(CUSIP Number)
Mr. Matthew Ehrhart
Fairmount Funds Management LLC
2001 Market Street
Suite 2500
Philadelphia, PA 19103
(267) 262-5300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
-with copy to-
Ryan A. Murr
Gibson, Dunn & Crutcher LLP
555 Mission Street
Suite 3000
San Francisco, CA 94105
September 21, 2021
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box ☐.
CUSIP No. 92790C104
| 1 | NAME OF REPORTING PERSON
Fairmount Funds Management LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
AF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
3,460,351(1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
3,460,351(1) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,460,351(1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.99%(2) | |||||
| 14 | TYPE OF REPORTING PERSON
IA | |||||
| (1) | The securities include (a) 944,092 shares of common stock, $0.01 par value (“Common Stock”), and (b) 2,516,259.14 (rounded to 2,516,2591 shares for purposes of reporting in this Schedule 13D) shares of Common Stock issuable upon conversion of 37,742 shares of Series A Non-Voting Convertible Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), the conversion of which is subject to a beneficial ownership limitation of 19.99% of the outstanding Common Stock. The securities exclude shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock in excess of the beneficial ownership limitation. |
| (2) | Based on 17,310,599 shares of Common Stock outstanding as of September 23, 2021. |
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CUSIP No. 92790C104
| 1 | NAME OF REPORTING PERSON
Fairmount Healthcare Fund GP LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
AF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
421,413(1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
421,413(1) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
421,413(1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.43%(2) | |||||
| 14 | TYPE OF REPORTING PERSON
PN | |||||
| (1) | The securities include (a) 5,859 shares of Common Stock, and (b) 415,554.11 (rounded to 415,554 shares for purposes of reporting in this Schedule 13D) shares of Common Stock issuable upon conversion of 6,233 shares of Series A Preferred Stock, the conversion of which is subject to a beneficial ownership limitation of 19.99% of the outstanding Common Stock. The securities exclude shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock in excess of the beneficial ownership limitation. |
| (2) | Based on 17,310,599 shares of Common Stock outstanding as of September 23, 2021. |
3
CUSIP No. 92790C104
| 1 | NAME OF REPORTING PERSON
Fairmount Healthcare Fund II GP LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
AF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
3,038,938(1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
3,038,938(1) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,038,938(1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.56%(2) | |||||
| 14 | TYPE OF REPORTING PERSON
PN | |||||
| (1) | The securities include (a) 938,233 shares of Common Stock, and (b) 2,100,705.03 (rounded to 2,100,705 shares for purposes of reporting in this Schedule 13D) shares of Common Stock issuable upon conversion of 31,508 shares of Series A Preferred Stock, the conversion of which is subject to a beneficial ownership limitation of 19.99% of the outstanding Common Stock. The securities exclude shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock in excess of the beneficial ownership limitation. |
| (2) | Based on 17,310,599 shares of Common Stock outstanding as of September 23, 2021. |
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CUSIP No. 92790C104
| Item 1. | Security and Issuer |
This Amendment No. 1 amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission on January 5, 2021 (the “Statement”) by the Reporting Persons with respect to the common stock, $0.01 par value (“Common Stock”), of Viridian Therapeutics, Inc. (the “Company” or “Viridian”). Unless otherwise defined herein, capitalized terms used in this Amendment No. 1 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged. The address of the principal executive offices of the Company is 203 Crescent Street, Bldg. 17, Suite 102B, Waltham, MA 02453.
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is being filed jointly by (1) Fairmount Funds Management LLC, a Delaware limited liability company and Securities and Exchange Commission (“SEC”) registered investment adviser under the Investment Advisers Act of 1940 (“Fairmount Funds Management”); (2) Fairmount Healthcare Fund GP LLC, a Delaware limited liability company (“Fairmount GP”); and (3) Fairmount Healthcare Fund II GP LLC, a Delaware limited liability company (“Fairmount GP II”) (Fairmount Funds Management, Fairmount GP, and Fairmount GP II, collectively, the “Reporting Persons”). | |
| (b) | The principal business address of the Reporting Persons is 2001 Market Street, Suite 2500, Philadelphia, PA 19103. | |
| (c) | The principal business of Fairmount Funds Management is to provide discretionary investment management services to qualified investors through its private pooled investment vehicles, Fairmount Healthcare Fund LP and Fairmount Healthcare Fund II LP (collectively, the “Clients”). Fairmount GP serves as the general partner to Fairmount Healthcare Fund LP. Fairmount GP II serves as the general partner to Fairmount Healthcare Fund II LP. Fairmount Funds Management has voting and dispositive power over the Common Stock held by the Clients, which is deemed shared with Fairmount GP, and Fairmount GP II. The Clients do not have the right to acquire voting or dispositive power over the Common Stock within sixty days. | |
| (d)-(e) | During the last five years, none of the Reporting Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect at such laws. | |
| (f) | Each of the Reporting Persons is a Delaware limited liability company. | |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Statement is hereby amended and supplemented as follows:
In aggregate, the Reporting Persons have voting and dispositive power over 3,460,351 shares of Common Stock of the Company, which is comprised of (a) 944,092 shares of Common Stock, and (b) 2,516,259.14 (rounded to 2,516,259 shares for purposes of reporting in this Schedule 13D) shares of Common Stock issuable upon conversion of 37,742 shares of Series A Preferred Stock, the conversion of which is subject to a beneficial ownership limitation of 19.99% of the outstanding Common Stock. The securities exclude shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock in excess of the beneficial ownership limitation. On September 21, 2021, the Reporting Persons purchased a total of 909,000 shares of Common Stock of the Company for an aggregate purchase price of $9,999,000. The shares were purchased with working capital. Fairmount Funds Management, Fairmount GP, and Fairmount GP II do not own any Common Stock directly but are deemed to beneficially own Common Stock held by the Clients. Fairmount Funds Management, Fairmount GP, and Fairmount GP II disclaim beneficial ownership of such Common Stock, except to the extent of their pecuniary interest therein.
5
CUSIP No. 92790C104
| Item 4. | Purpose of Transaction |
Item 4 is hereby amended and supplemented as follows:
The Reporting Persons purchased the shares of Common Stock of the Company referenced in Item 3 for investment purposes.
Lock-up Agreement
Pursuant to lock-up agreements signed in connection with the Issuer’s Offering, the Clients, certain other stockholders of the Issuer and each director and officer of the Issuer agreed with the representatives of the underwriters (the “Representatives”), subject to specified exceptions, not to directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of any shares of our common stock beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned that are convertible into or exercisable or exchangeable for our common stock; or dispose of any shares of common stock, options to acquire shares of common stock, or securities exchangeable or exercisable for or convertible into shares of common stock currently or hereafter owned either of record or beneficially. This restriction terminates after the close of trading of the common stock on and including the 90th day after the date of this prospectus supplement.
| Item 5. | Interest in Securities of the Company |
The percentages used in this Schedule 13D are calculated based upon 17,310,599 shares of Common Stock outstanding as of September 23, 2021. The Reporting Persons’ securities include (a) 944,902 shares of Common Stock, and (b) 2,516,259.14 (rounded to 2,516,259 shares for purposes of reporting in this Schedule 13D) shares of Common Stock issuable upon conversion of 37,742 shares of Series A Preferred Stock, the conversion of which is subject to a beneficial ownership limitation of 19.99% of the outstanding Common Stock. The securities exclude shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock in excess of the beneficial ownership limitation.
Fairmount Funds Management is the investment manager or adviser to the Clients and has voting and dispositive power over shares of Common Stock held on behalf of the Clients. Fairmount GP serves as the general partner to Fairmount Healthcare Fund LP, and Fairmount GP II serves as the general partner to Fairmount Healthcare Fund II LP, and are deemed to share voting and dispositive power over shares of Common Stock held on behalf of the Clients in their capacity as general partners.
The following table lists the Reporting Person’s transaction in Common Stock that was effected in the sixty days prior to the filing of this Schedule 13D:
Transaction | Purchaser | Date | Number of Shares | Price | ||||||||||||
Purchase | Fairmount GP II | September 21, 2021 | 909,000 | $ | 11.00 | |||||||||||
Item 7. Material to be Filed as Exhibits
| Exhibit No. | Description | |
| 99.1 | Joint Filing Agreement by and among the Reporting Persons (incorporated by reference to Exhibit 99.1 to the Schedule 13D filed by the Reporting Persons with the SEC on January 5, 2021, File No. 005-88825). | |
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CUSIP No. 92790C104
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement as of September 23, 2021.
| FAIRMOUNT FUNDS MANAGEMENT LLC | ||||||
| By: | /s/ Peter Harwin | /s/ Tomas Kiselak | ||||
| Peter Harwin | Tomas Kiselak | |||||
| Managing Member | Managing Member | |||||
| FAIRMOUNT HEALTHCARE FUND GP LLC | ||||||
| By: | /s/ Peter Harwin | /s/ Tomas Kiselak | ||||
| Peter Harwin | Tomas Kiselak | |||||
| Managing Member | Managing Member | |||||
| FAIRMOUNT HEALTHCARE FUND II GP LLC | ||||||
| By: | /s/ Peter Harwin | /s/ Tomas Kiselak | ||||
| Peter Harwin | Tomas Kiselak | |||||
| Managing Member | Managing Member | |||||
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