(DNTH)

Reporting relationship: Director, 10%+ Owner
Issuer ticker: DNTH
Reported as of: 22 Jan 2024
Net transaction value: +$19,999,172
SEC form: 4
Accepted by SEC: 24 Jan 2024, 19:02:49 UTC
Prior SEC filing: 29 Dec 2023
Next SEC filing: 31 Jan 2024
Source filing: View source filing
Reporting owner signature: /s/ Tomas Kiselak, Managing Member of Fairmount Funds Management LLC

Key filing fact

Fairmount Funds Management LLC filed Form 4 for Dianthus Therapeutics, Inc. /DE/ (DNTH) on 24 Jan 2024.

Key facts

This page summarizes Fairmount Funds Management LLC's Form 4 filing for Dianthus Therapeutics, Inc. /DE/ (DNTH).
2 reported transactions and 1 derivative row are listed below.
Accepted by SEC: 24 Jan 2024, 19:02.

Change

Previous filing in this sequence was filed on 29 Dec 2023.
Current net transaction value: +$19,999,172.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

DNTH transaction

Common Stock

Award

Transaction value: $10,012,008
Shares: +834,334
Change %: +43%
Price: $12.00
Shares after: 2,762,837
Date: 22 Jan 2024
Ownership: See footnote
Footnotes: F1, F2

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

DNTH transaction Derivative

Pre-Funded Warrants (Right to Buy)

Award

Transaction value: $9,987,164
Shares: +832,333
Change %
Price: $12.00
Shares after: 832,333
Date: 22 Jan 2024
Ownership: See footnote
Underlying class: Common Stock
Underlying amount: 832,333
Exercise price: $0.001000
Footnotes: F3, F4, F5

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 5 footnotes

Footnote 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").

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

SEC 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.