Fairmount Funds Management LLC - Sep 21, 2021 Form 4 Insider Report for Viridian Therapeutics, Inc.\DE (VRDN)

Role
Director, 10%+ Owner
Signature
/s/ Chris W. Trester, Attorney-in-fact for Fairmount Funds Management LLC
Stock symbol
VRDN
Transactions as of
Sep 21, 2021
Transactions value $
$9,999,000
Form type
4
Date filed
9/23/2021, 09:30 AM
Next filing
Jun 21, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VRDN Common Stock Purchase $10M +909K +3109.5% $11.00 938K Sep 21, 2021 Fairmount Healthcare Fund II LP F2
holding VRDN Common Stock 5.86K Sep 21, 2021 Fairmount Healthcare Fund LP F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding VRDN Series A Non-Voting Convertible Preferred Stock 22K Sep 21, 2021 Common Stock 1.47M Fairmount Healthcare Fund LP F1, F3
holding VRDN Series A Non-Voting Convertible Preferred Stock 111K Sep 21, 2021 Common Stock 7.41M Fairmount Healthcare Fund II LP F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Fairmount Funds Management LLC and Fairmount Healthcare Fund GP LLC have voting power and investment power over the shares of Common Stock and Series A Non-Voting Convertible Preferred Stock held by Fairmount Healthcare Fund LP ("Fund I"). They disclaim beneficial ownership of securities held by Fund I for purposes of Rule 16a-1(a)(2), except to the extent of their pecuniary interest therein.
F2 Fairmount Funds Management LLC and Fairmount Healthcare Fund II GP LLC have voting power and investment power over the shares of Common Stock and Series A Non-Voting Convertible Preferred Stock held by Fairmount Healthcare Fund II LP ("Fund II"). They disclaim beneficial ownership of securities held by Fund II for purposes of Rule 16a-1(a)(2), except to the extent of their pecuniary interest therein.
F3 Following stockholder approval of the conversion of Series A Non-Voting Convertible Preferred Stock into shares of Common Stock, each share of Series A Non-Voting Convertible Preferred Stock is convertible into shares of Common Stock at any time at the option of the holder thereof, into 66.67 shares of Common Stock, subject to certain limitations, including that a holder of Series A Non-Voting Convertible Preferred Stock is prohibited from converting shares of Series A Non-Voting Convertible Preferred Stock into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than 19.99% of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion.

Remarks:

The Reporting Persons may each be deemed a director by deputization of Issuer by virtue of the fact that each of Peter Harwin and Tomas Kiselak serve on the board of directors of Issuer and are also each a Managing Member of Fairmount Funds Management LLC.