Fairmount Funds Management LLC - Jan 22, 2024 Form 4 Insider Report for Dianthus Therapeutics, Inc. /DE/ (DNTH)

Signature
/s/ Tomas Kiselak, Managing Member of Fairmount Funds Management LLC
Stock symbol
DNTH
Transactions as of
Jan 22, 2024
Transactions value $
$19,999,172
Form type
4
Date filed
1/24/2024, 07:02 PM
Previous filing
Dec 29, 2023
Next filing
Jan 31, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DNTH Common Stock Award $10M +834K +43.26% $12.00 2.76M Jan 22, 2024 See footnote F1, F2

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 DNTH Pre-Funded Warrants (Right to Buy) Award $9.99M +832K $12.00 832K Jan 22, 2024 Common Stock 832K $0.00 See footnote F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Consists of 834,334 shares of common stock purchased by Fairmount Healthcare Fund II LP ("Fund II") 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 (the "Exchange Act").
F2 Consists of (i) 58,857 shares of common stock held of record by Fairmount Healthcare Fund LP ("Fund I"), (ii) 2,641,834 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.
F3 Consists of Pre-Funded Warrants to purchase up to 832,333 shares of common stock purchased by Fund II 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 Exchange Act.
F4 The Pre-Funded Warrants have no expiration date and are exercisable at any time after the date of issuance. A holder of Pre-Funded Warrants may not exercise the Pre-Funded Warrant if the holder, together with its affiliates, would beneficially own more than 9.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise.
F5 Consists of Pre-Funded Warrants to purchase up to 832,333 shares of common stock held of record by Fund II. Fairmount is the investment manager for Fund II. The general partner of Fairmount is 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.

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.