Dyne Therapeutics (DYN) Form 4 Dyne Therapeutics / Lawrence Otto Klein 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^*

Klein Lawrence Otto

(Last) (First) (Middle)

C/O DYNE THERAPEUTICS, INC.

830 WINTER STREET

(Street)

WALTHAM MA 02451

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Dyne Therapeutics, Inc. [ DYN ]

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)
07/31/2020

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	09/21/2020		C		10,725	A	(1)	10,725	D

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
Stock Option (right to buy)	$5.54	07/31/2020		A		11,156		(2)	07/30/2030	Common Stock	11,156	$0.00	11,156	D
Stock Option (right to buy)	$5.54	07/31/2020		A		14,444		(3)	07/30/2030	Common Stock	14,444	$0.00	14,444	D
Series B Preferred Stock	(4)	08/07/2020		P		35,574		(4)	(4)	Common Stock	10,725	$2.811	35,574	D
Series B Preferred Stock	(1)	09/21/2020		C			35,574	(1)	(1)	Common Stock	10,725	$0.00	0	D

Explanation of Responses:

1. On September 21, 2020, the Series B Preferred Stock automatically converted into Common Stock on a 3.3169-for-one basis without payment of further consideration upon closing of the initial public offering of the Issuer's common stock. The shares had no expiration date.

2. The option was granted on July 31, 2020. The shares underlying the option are scheduled to vest over four years in equal quarterly installments through July 31, 2024.

3. The option was granted on July 31, 2020. The shares underlying the option are scheduled to vest over four years in equal quarterly installments through July 31, 2024.

4. The Series B Preferred Stock was convertible into common stock on a 3.3169-for-one basis into the number of shares of common stock shown in Column 7 without payment of further consideration at the holder's election or upon closing of the initial public offering of the Issuer's common stock. The shares had no expiration date.

Remarks:

	/s/ Richard Scalzo, Attorney-in-Fact	09/23/2020
	** 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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