Filing Details

 

 

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.

 

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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

 

 

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.

 

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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 Issuers 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 Persons 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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