Filing Details

Accession Number:
0001193125-21-280732
Form Type:
13D Filing
Publication Date:
2021-09-22 20:00:00
Filed By:
Fairmount Funds Management Llc
Company:
Viridian Therapeutics Inc. (NASDAQ:VRDN)
Filing Date:
2021-09-23
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Fairmount Funds Management 0 3,460,351 0 3,460,351 3,460,351 19.99%
Fairmount Healthcare Fund GP 0 421,413 0 421,413 421,413 2.43%
Fairmount Healthcare Fund II GP 0 3,038,938 0 3,038,938 3,038,938 17.56%
Filing

 

 

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.

 

2


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.

 

4


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 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).

 

6


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

 

7