Ally Bridge MedAlpha Master Fund SC 13G/A Viridian Therapeutics / Ally Bridge MedAlpha Master Fund ownership change

Securities and Exchange Commission

Washington, D.C. 20549

Schedule 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

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)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 92790C104 Schedule 13G Page 1 of 12

1	Names of Reporting Persons   Ally Bridge MedAlpha Master Fund L.P.
2	Check the Appropriate Box if a Member of a Group   (a)  ☐        (b)  ☐
3	SEC Use Only
4	Citizenship or Place of Organization   Cayman Islands

Number of Shares  Beneficially  Owned by Each Reporting Person With	5	Sole Voting Power   0
	6	Shared Voting Power   604,774
	7	Sole Dispositive Power   0
	8	Shared Dispositive Power   604,774

9	Aggregate Amount Beneficially Owned by Each Reporting Person   604,774
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares   Not Applicable
11	Percent of Class Represented by Amount in Row 9   2.8%
12	Type of Reporting Person   PN

CUSIP No. 92790C104 Schedule 13G Page 2 of 12

1	Names of Reporting Persons   Ally Bridge MedAlpha Management L.P.
2	Check the Appropriate Box if a Member of a Group   (a)  ☐        (b)  ☐
3	SEC Use Only
4	Citizenship or Place of Organization   Cayman Islands

Number of Shares  Beneficially  Owned by Each Reporting Person With	5	Sole Voting Power   0
	6	Shared Voting Power   0
	7	Sole Dispositive Power   0
	8	Shared Dispositive Power   0

9	Aggregate Amount Beneficially Owned by Each Reporting Person   0
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares   Not Applicable
11	Percent of Class Represented by Amount in Row 9   0.0%
12	Type of Reporting Person   PN

CUSIP No. 92790C104 Schedule 13G Page 3 of 12

1	Names of Reporting Persons   Ally Bridge MedAlpha Management GP, LLC
2	Check the Appropriate Box if a Member of a Group   (a)  ☐        (b)  ☐
3	SEC Use Only
4	Citizenship or Place of Organization   Cayman Islands

Number of Shares  Beneficially  Owned by Each Reporting Person With	5	Sole Voting Power   0
	6	Shared Voting Power   0
	7	Sole Dispositive Power   0
	8	Shared Dispositive Power   0

9	Aggregate Amount Beneficially Owned by Each Reporting Person   0
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares   Not Applicable
11	Percent of Class Represented by Amount in Row 9   0.0%
12	Type of Reporting Person   OO (Limited Liability Company)

CUSIP No. 92790C104 Schedule 13G Page 4 of 12

1	Names of Reporting Persons   Ally Bridge Group (NY) LLC
2	Check the Appropriate Box if a Member of a Group   (a)  ☐        (b)  ☐
3	SEC Use Only
4	Citizenship or Place of Organization   Delaware

Number of Shares  Beneficially  Owned by Each Reporting Person With	5	Sole Voting Power   0
	6	Shared Voting Power   604,774
	7	Sole Dispositive Power   0
	8	Shared Dispositive Power   604,774

9	Aggregate Amount Beneficially Owned by Each Reporting Person   604,774
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares   Not Applicable
11	Percent of Class Represented by Amount in Row 9   2.8%
12	Type of Reporting Person   OO (Limited Liability Company)

CUSIP No. 92790C104 Schedule 13G Page 5 of 12

1	Names of Reporting Persons   ABG Management Ltd.
2	Check the Appropriate Box if a Member of a Group   (a)  ☐        (b)  ☐
3	SEC Use Only
4	Citizenship or Place of Organization   Cayman Islands

Number of Shares  Beneficially  Owned by Each Reporting Person With	5	Sole Voting Power   0
	6	Shared Voting Power   604,774
	7	Sole Dispositive Power   0
	8	Shared Dispositive Power   604,774

9	Aggregate Amount Beneficially Owned by Each Reporting Person   604,774
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares   Not Applicable
11	Percent of Class Represented by Amount in Row 9   2.8%
12	Type of Reporting Person   CO

CUSIP No. 92790C104 Schedule 13G Page 6 of 12

1	Names of Reporting Persons   Fan Yu
2	Check the Appropriate Box if a Member of a Group   (a)  ☐        (b)  ☐
3	SEC Use Only
4	Citizenship or Place of Organization   Hong Kong

Number of Shares  Beneficially  Owned by Each Reporting Person With	5	Sole Voting Power   0
	6	Shared Voting Power   604,774
	7	Sole Dispositive Power   0
	8	Shared Dispositive Power   604,774

9	Aggregate Amount Beneficially Owned by Each Reporting Person   604,774
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares   Not Applicable
11	Percent of Class Represented by Amount in Row 9   2.8%
12	Type of Reporting Person   IN

CUSIP No. 92790C104 Schedule 13G Page 7 of 12

ITEM 1. (a)   Name of Issuer

Viridian Therapeutics, Inc., successor by merger to Miragen Therapeutics, Inc. (the “Issuer”).

  (b) Address of Issuer’s Principal Executive Offices:

221 Crescent Street, Suite 401

Waltham, MA 02453

ITEM 2. (a)   Name of Person Filing:

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

Ally Bridge MedAlpha Master Fund L.P. (“MedAlpha”)

Ally Bridge MedAlpha Management L.P.

Ally Bridge MedAlpha Management GP, LLC

Ally Bridge Group (NY) LLC

ABG Management Ltd.

Mr. Fan Yu

  (b) Address or Principal Business Office:

The address for each of MedAlpha, Ally Bridge MedAlpha Management L.P., Ally Bridge MedAlpha Management GP, LLC and Ally Bridge Group (NY) LLC is 430 Park Avenue, 12th Floor, New York, NY 10022

The address for each of the other Reporting Persons is Unit 3002-3004, 30th Floor, Gloucester Tower, The Landmark, 15 Queen’s Road Central, Hong Kong.

  (c) Citizenship of each Reporting Person is:

Ally Bridge Group (NY) LLC is an entity organized under the laws of the State of Delaware. Mr. Fan Yu is a citizen of Hong Kong. Each of the other Reporting Persons is organized under the laws of the Cayman Islands.

  (d) Title of Class of Securities:

Common stock, $0.01 par value (“Common Stock”).

  (e) CUSIP Number:

92790C104

CUSIP No. 92790C104 Schedule 13G Page 8 of 12

ITEM 3.

Not applicable.

ITEM 4. Ownership.

(a-c)

The ownership information presented below represents beneficial ownership of Common Stock of the Issuer, based on 21,722,349 shares of Common Stock outstanding as of November 3, 2021, as disclosed in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2021.

Reporting Person	Amount beneficially owned		Percent of class:			Sole power to vote or to direct the vote:		Shared power to vote or to direct the vote:		Sole power to dispose or to direct the disposition of:		Shared power to dispose or to direct the disposition of:
Ally Bridge MedAlpha Master Fund L.P.		604,774		2.8	%		0		604,774		0		604,774
Ally Bridge MedAlpha Management L.P.		0		0.0	%		0		0		0		0
Ally Bridge MedAlpha Management GP, LLC		0		0.0	%		0		0		0		0
Ally Bridge Group (NY) LLC		604,774		2.8	%		0		604,774		0		604,774
ABG Management Ltd.		604,774		2.8	%		0		604,774		0		604,774
Mr. Fan Yu		604,774		2.8	%		0		604,774		0		604,774

MedAlpha is the record holder of the shares of Common Stock reported herein.

Mr. Fan Yu is the sole shareholder of ABG Management Ltd., which is the sole member of Ally Bridge Group (NY) LLC, which manages MedAlpha’s investments. As such, each of the foregoing entities and Mr. Fan Yu may be deemed to share beneficial ownership of the shares held of record by MedAlpha. Each of them disclaims any such beneficial ownership.

As a result of an internal reorganization, Ally Bridge MedAlpha Management L.P. and Ally Bridge MedAlpha Management GP, LLC are no longer deemed to share beneficial ownership of the securities reported herein.

ITEM 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following:  ☒

CUSIP No. 92790C104 Schedule 13G Page 9 of 12

ITEM 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

ITEM 8. Identification and Classification of Members of the Group.

Not applicable.

ITEM 9. Notice of Dissolution of Group.

Not applicable.

ITEM 10. Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

CUSIP No. 92790C104 Schedule 13G Page 10 of 12

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 11, 2022

Ally Bridge MedAlpha Master Fund L.P.
By: Ally Bridge MedAlpha General Partner L.P., its general partner
By: Ally Bridge MedAlpha GP, LLC, its general partner
By:	/s/ Fan Yu
Name:	Fan Yu
Title:	Manager
Ally Bridge MedAlpha Management L.P.
By: Ally Bridge MedAlpha Management GP, LLC, its general partner
By: ABG Management Ltd., its managing member
By:	/s/ Fan Yu
Name:	Fan Yu
Title:	Director
Ally Bridge MedAlpha Management GP, LLC
By: ABG Management Ltd., its managing member
By:	/s/ Fan Yu
Name:	Fan Yu
Title:	Director
Ally Bridge Group (NY) LLC
By: ABG Management Ltd., its managing member
By:	/s/ Fan Yu
Name:	Fan Yu
Title:	Director
ABG Management Ltd.
By:	/s/ Fan Yu
Name:	Fan Yu
Title:	Director

CUSIP No. 92790C104 Schedule 13G Page 11 of 12

Fan Yu

/s/ Fan Yu

Name: Fan Yu

CUSIP No. 92790C104 Schedule 13G Page 12 of 12

LIST OF EXHIBITS

Exhibit No.	Description
1	Joint Filing Agreement (previously filed).