0000899243-20-029660.txt : 20201029 0000899243-20-029660.hdr.sgml : 20201029 20201029113005 ACCESSION NUMBER: 0000899243-20-029660 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20201027 FILED AS OF DATE: 20201029 DATE AS OF CHANGE: 20201029 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fairmount Funds Management LLC CENTRAL INDEX KEY: 0001802528 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36483 FILM NUMBER: 201271302 BUSINESS ADDRESS: STREET 1: 2001 MARKET STREET SUITE 2500 CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 267-760-4066 MAIL ADDRESS: STREET 1: 2001 MARKET STREET SUITE 2500 CITY: PHILADELPHIA STATE: PA ZIP: 19103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fairmount Healthcare Fund GP LLC CENTRAL INDEX KEY: 0001830383 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36483 FILM NUMBER: 201271303 BUSINESS ADDRESS: STREET 1: 2001 MARKET STREET, SUITE 2500 CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 267-760-4066 MAIL ADDRESS: STREET 1: 2001 MARKET STREET, SUITE 2500 CITY: PHILADELPHIA STATE: PA ZIP: 19103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fairmount Healthcare Fund II GP LLC CENTRAL INDEX KEY: 0001830382 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36483 FILM NUMBER: 201271304 BUSINESS ADDRESS: STREET 1: 2001 MARKET STREET, SUITE 2500 CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 267-760-4066 MAIL ADDRESS: STREET 1: 2001 MARKET STREET, SUITE 2500 CITY: PHILADELPHIA STATE: PA ZIP: 19103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fairmount Healthcare Fund L.P. CENTRAL INDEX KEY: 0001686157 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36483 FILM NUMBER: 201271305 BUSINESS ADDRESS: STREET 1: 2001 MARKET STREET STREET 2: SUITE 2500 CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: (267) 760-4066 MAIL ADDRESS: STREET 1: 2001 MARKET STREET STREET 2: SUITE 2500 CITY: PHILADELPHIA STATE: PA ZIP: 19103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fairmount Healthcare Fund II L.P. CENTRAL INDEX KEY: 0001769651 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36483 FILM NUMBER: 201271306 BUSINESS ADDRESS: STREET 1: 2001 MARKET STREET STREET 2: SUITE 2500 CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: (267) 760-4066 MAIL ADDRESS: STREET 1: 2001 MARKET STREET STREET 2: SUITE 2500 CITY: PHILADELPHIA STATE: PA ZIP: 19103 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MIRAGEN THERAPEUTICS, INC. CENTRAL INDEX KEY: 0001590750 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 471187261 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 6200 LOOKOUT ROAD CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: 303-531-5952 MAIL ADDRESS: STREET 1: 6200 LOOKOUT ROAD CITY: BOULDER STATE: CO ZIP: 80301 FORMER COMPANY: FORMER CONFORMED NAME: MIRAGEN THERAPEUTICS, INC. DATE OF NAME CHANGE: 20170213 FORMER COMPANY: FORMER CONFORMED NAME: SIGNAL GENETICS, INC. DATE OF NAME CHANGE: 20140710 FORMER COMPANY: FORMER CONFORMED NAME: SIGNAL GENETICS LLC DATE OF NAME CHANGE: 20131031 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-10-27 0 0001590750 MIRAGEN THERAPEUTICS, INC. MGEN 0001802528 Fairmount Funds Management LLC 2001 MARKET STREET, SUITE 2500 PHILADELPHIA PA 19103 1 0 0 1 See Remarks 0001830383 Fairmount Healthcare Fund GP LLC 2001 MARKET STREET, SUITE 2500 PHILADELPHIA PA 19103 1 0 0 1 See Remarks 0001830382 Fairmount Healthcare Fund II GP LLC 2001 MARKET STREET, SUITE 2500 PHILADELPHIA PA 19103 1 0 0 1 See Remarks 0001686157 Fairmount Healthcare Fund L.P. 2001 MARKET STREET, SUITE 2500 PHILADELPHIA PA 19103 1 0 0 1 See Remarks 0001769651 Fairmount Healthcare Fund II L.P. 2001 MARKET STREET, SUITE 2500 PHILADELPHIA PA 19103 1 0 0 1 See Remarks Common Stock 2020-10-27 4 J 0 87891 A 87891 I Fairmount Healthcare Fund LP Common Stock 2020-10-27 4 J 0 438502 A 438502 I Fairmount Healthcare Fund II LP Series A Non-Voting Convertible Preferred Stock 2020-10-27 4 J 0 16505 A Common Stock 16505000 16505 I Fairmount Healthcare Fund LP Series A Non-Voting Convertible Preferred Stock 2020-10-27 4 J 0 82349 A Common Stock 82349000 82349 I Fairmount Healthcare Fund II LP On October 27, 2020, Issuer completed its merger ("Merger") with Viridian Therapeutics, Inc. ("Veridian"), in accordance with the terms of the Agreement and Plan of Merger, dated October 27, 2020. In connection with the Merger, Fairmount Healthcare Fund LP ("Fund I") received such shares in exchange for 698,110 shares of Viridian Series Seed Preferred Stock and 804,612 shares of Viridian Series A Preferred Stock. On October 27, 2020, Issuer completed its Merger with Viridian, in accordance with the terms of the Agreement and Plan of Merger, dated October 27, 2020. In connection with the Merger, Fairmount Healthcare Fund II LP ("Fund II") received such shares in exchange for 3,301,890 shares of Viridian Series Seed Preferred Stock and 4,159,388 shares of Viridian Series A Preferred Stock. 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 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. 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 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. 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 1,000 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 Exhibit 24 - Power of Attorney 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. /s/ Chris W. Trester, Attorney-in-fact for Fairmount Funds Management LLC 2020-10-28 /s/ Chris W. Trester, Attorney-in-fact for Fairmount Healthcare Fund GP LLC 2020-10-28 /s/ Chris W. Trester, Attorney-in-fact for Fairmount Healthcare Fund II GP LLC 2020-10-28 /s/ Chris W. Trester, Attorney-in-fact for Fairmount Healthcare Fund LP 2020-10-28 /s/ Chris W. Trester, Attorney-in-fact for Fairmount Healthcare Fund II LP 2020-10-28 EX-24 2 attachment1.htm EX-24 DOCUMENT 
                               POWER OF ATTORNEY

      	Know all by these presents, that the undersigned hereby constitutes and
appoints each of Chris W. Trester and Yujin Yi of Gibson, Dunn & Crutcher LLP,
with full power of substitution, the undersigned's true and lawful attorney-in-
fact to:

        1.  execute for and on behalf of the undersigned, Forms 3, 4, and 5 in
            accordance with Section 16(a) of the Securities Exchange Act of 1934
            and the rules thereunder and Schedules 13D and 13G in accordance
            with Section 13 of the Securities Exchange Act of 1934 and the rules
            thereunder;

        2.  do and perform any and all acts for and on behalf of the undersigned
            which may be necessary or desirable to complete and execute any such
            Form 3, 4, or 5 or Schedules 13D or 13G, complete and execute any
            amendment or amendments thereto, and timely file such form with the
            SEC and any securities exchange or similar authority; and

        3.  take any other action of any type whatsoever in connection with the
            foregoing which, in the opinion of such attorney-in-fact, may be of
            benefit to, in the best interest of, or legally required by, the
            undersigned, it being understood that the documents executed by such
            attorney-in-fact on behalf of the undersigned pursuant to this Power
            of Attorney shall be in such form and shall contain such terms and
            conditions as such attorney-in-fact may approve in such attorney-in-
            fact's discretion.

      	The undersigned hereby grants to such attorneys-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
any of the undersigned's responsibilities to comply with the Securities Exchange
Act of 1934 or any rule or regulation of the SEC.

      	This Power of Attorney shall remain in full force and effect until the
(a) the undersigned is no longer required to file Forms 3, 4, and 5 or Schedules
13D or 13G with respect to the undersigned's holdings or (b) revocation by the
undersigned in a signed writing delivered to the foregoing attorneys-in-fact.


      	IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 23 day of October, 2020.


                                      Fairmount Funds Management LLC
                                      Fairmount Healthcare Fund LP
                                      Fairmount Healthcare Fund II LP



                                      By:  /s/ Tomas Kiselak
                                           ---------------------------------
                                      Name: Tomas Kiselak
                                      Title: Managing Member
EX-24 3 attachment2.htm EX-24 DOCUMENT 
                               POWER OF ATTORNEY

      	Know all by these presents, that the undersigned hereby constitutes and
appoints each of Chris W. Trester and Yujin Yi of Gibson, Dunn & Crutcher LLP,
with full power of substitution, the undersigned's true and lawful attorney-in-
fact to:

        1.  prepare, execute in the undersigned's name and on the undersigned's
            behalf, and submit to the U.S. Securities and Exchange Commission
            (the "SEC"), a Form ID, including amendments thereto, and any other
            documents necessary or appropriate to obtain codes and passwords
            enabling the undersigned to make electronic filings with the SEC of
            reports required by the Securities Exchange Act of 1934 or any rule
            or regulation of the SEC;

        2.  do and perform any and all acts for and on behalf of the undersigned
            which may be necessary or desirable to complete and execute such
            Form ID and file such form with the SEC and any stock exchange or
            similar authority; and

        3.  execute for and on behalf of the undersigned, Forms 3, 4, and 5 in
            accordance with Section 16(a) of the Securities Exchange Act of 1934
            and the rules thereunder and Schedules 13D and 13G in accordance
            with Section 13 of the Securities Exchange Act of 1934 and the rules
            thereunder;

        4.  do and perform any and all acts for and on behalf of the undersigned
            which may be necessary or desirable to complete and execute any such
            Form 3, 4, or 5 or Schedules 13D or 13G, complete and execute any
            amendment or amendments thereto, and timely file such form with the
            SEC and any securities exchange or similar authority; and

        3.  take any other action of any type whatsoever in connection with the
            foregoing which, in the opinion of such attorney-in-fact, may be of
            benefit to, in the best interest of, or legally required by, the
            undersigned, it being understood that the documents executed by such
            attorney-in-fact on behalf of the undersigned pursuant to this Power
            of Attorney shall be in such form and shall contain such terms and
            conditions as such attorney-in-fact may approve in such attorney-in-
            fact's discretion.

      	The undersigned hereby grants to such attorneys-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
any of the undersigned's responsibilities to comply with the Securities Exchange
Act of 1934 or any rule or regulation of the SEC.

      	This Power of Attorney shall remain in full force and effect until the
(a) the undersigned is no longer required to file Forms 3, 4, and 5 or Schedules
13D or 13G with respect to the undersigned's holdings or (b) revocation by the
undersigned in a signed writing delivered to the foregoing attorneys-in-fact.


      	IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 23 day of October, 2020.


                                  Fairmount Healthcare Fund GP LLC
                                  Fairmount Healthcare Fund II GP LLC



                                  By:  /s/ Tomas Kiselak
                                       ---------------------------------
                                  Name: Tomas Kiselak
                                  Title: Managing Member