Fairmount Funds Management LLC - Oct 30, 2023 Form 4 Insider Report for Viridian Therapeutics, Inc.\DE (VRDN)

Role
Director, Other*, 10%+ Owner
Signature
/s/ Tomas Kiselak, Managing Member of Fairmount Funds Management LLC
Stock symbol
VRDN
Transactions as of
Oct 30, 2023
Transactions value $
$40,000,129
Form type
4
Date filed
11/1/2023, 09:05 PM
Previous filing
Oct 3, 2023
Next filing
Nov 28, 2023

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 VRDN Series B Non-Voting Convertible Preferred Stock Award $40M +48.5K $825.37* 48.5K Oct 30, 2023 Common Stock 3.23M By Fairmount Healthcare Fund II LP F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each share of Series B non-voting convertible preferred stock is convertible into shares of the Issuer's 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 B non-voting convertible preferred stock is prohibited from converting shares of Series B 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.
F2 The shares of Series B non-voting convertible preferred stock were purchased from the Issuer in a private placement, which transaction is exempt from Section 16(b) in accordance with Rule 16b-3(d)(1) promulgated under the Securities Exchange Act of 1934, as amended.
F3 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 B 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.

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.