Fairmount Funds Management LLC - Sep 11, 2023 Form 4 Insider Report for Dianthus Therapeutics, Inc. /DE/ (MGTA)

Signature
/s/ Tomas Kiselak, Managing Member of Fairmount Funds Management LLC
Stock symbol
MGTA
Transactions as of
Sep 11, 2023
Transactions value $
$271,680
Form type
4
Date filed
9/13/2023, 09:17 PM
Previous filing
Jul 17, 2023
Next filing
Sep 21, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MGTA Common Stock Purchase $162K +14.9K +0.82% $10.85* 1.83M Sep 12, 2023 See footnote F1, F2, F3
transaction MGTA Common Stock Purchase $110K +9.37K +0.51% $11.76* 1.84M Sep 13, 2023 See footnote F4, F5, F6

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
transaction MGTA Stock Option (Right to Buy) Award $0 +6.5K $0.00 6.5K Sep 11, 2023 Common Stock 6.5K $11.20 See footnote F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Consists of (i) 447 shares of common stock purchased by Fairmount Healthcare Fund LP ("Fund I") and (ii) 14,440 shares of common stock purchased by Fairmount Healthcare Fund II LP ("Fund II").
F2 This transaction was executed in multiple trades at prices ranging from $10.415 to $11.00. The price reported above reflects the weighted average purchase price. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.
F3 Consists of (i) 58,576 shares of common stock held of record by Fund I, (ii) 1,713,744 shares of common stock held of record by Fund II and (iii) 62,146 shares of common stock held of record by Fairmount SPV III, LLC. Fairmount Funds Management LLC ("Fairmount") is the investment manager for Fund I and Fund II and is the Class A Member for Fairmount SPV III, LLC. The general partner of Fairmount is Fairmount Funds Management GP LLC ("Fairmount GP"), of which Peter Harwin and Tomas Kiselak are the managing members. Fairmount, Fairmount GP, Mr. Harwin, and Mr. Kiselak disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.
F4 Consists of (i) 281 shares of common stock purchased by Fund I and (ii) 9,086 shares of common stock purchased by Fund II.
F5 This transaction was executed in multiple trades at prices ranging from $10.90 to $12.50 The price reported above reflects the weighted average purchase price. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.
F6 Consists of (i) 58,857 shares of common stock held of record by Fund I, (ii) 1,722,830 shares of common stock held of record by Fund II and (iii) 62,146 shares of common stock held of record by Fairmount SPV III, LLC.
F7 This option represents a right to purchase a total of 6,500 shares of the Issuer's common stock, which will vest in full on the date that is the earlier of (i) the Issuer's 2024 Annual Meeting of Stockholders and (ii) September 11, 2024, subject to the Reporting Person's continued service to the Issuer.
F8 Under Mr. Kiselak's arrangement with Fairmount Funds Management LLC (the "Adviser"), Mr. Kiselak holds the option for one or more investment vehicles managed by the Adviser (each, a "Fairmount Fund"). Mr. Kiselak is obligated to turn over to the Adviser any net cash or stock received from the option for the benefit of such Fairmount Fund. Mr. Kiselak therefore disclaims beneficial ownership of the option and underlying common stock.

Remarks:

Fairmount, Fund I, Fund II and Fairmount SPV III, LLC may each be deemed a director by deputization of the Issuer by virtue of the fact that Tomas Kiselak serves on the board of directors of the Issuer and is a Managing Member of Fairmount.