Viridian Therapeutics (VRDN) Form 3 MIRAGEN THERAPEUTICS / Diana Escolar ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Escolar Diana

(Last) (First) (Middle)

C/O MIRAGEN THERAPEUTICS, INC.

6200 LOOKOUT ROAD

(Street)

BOULDER CO 80301

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/10/2019

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	(1)	01/14/2028	Common Stock	40,000	8.91	D
Stock Option (right to buy)	(2)	02/05/2029	Common Stock	25,000	2.96	D

Explanation of Responses:

1. Grant to the Reporting Person of a stock option under the Issuer's 2016 Equity Incentive Plan (the "Plan"). 25% of the shares vested on January 15, 2019 and the remaining 75% of the shares will vest in equal monthly installments thereafter over 36 months, such that the stock option shall be fully vested on the four-year anniversary of the date of grant, provided that at the relevant vesting dates the Reporting Person's continuous service to the Issuer has not been terminated as defined in and as determined under the Plan. The option expires ten years after the date of grant.

2. Grant to the Reporting Person of a stock option under the Plan. 6.25% of the shares vested on May 7, 2019 and the remaining 93.75% of the shares will vest in equal monthly installments thereafter over 45 months, such that the stock option shall be fully vested on the four-year anniversary of the date of grant, provided that at the relevant vesting dates the Reporting Person's continuous service to the Issuer has not been terminated as defined in and as determined under the Plan. The option expires ten years after the date of grant.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Diana Escolar	12/18/2019
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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