FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 09/16/2020 |
3. Issuer Name and Ticker or Trading Symbol
Dyne Therapeutics, Inc. [ DYN ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series B Preferred Stock | (1) | (1) | Common Stock | 804,392 | (1) | I | See footnotes(2)(3) |
Explanation of Responses: |
1. The Series B Preferred Stock is convertible into common stock on a 3.3169-for-1 basis into the number of shares of common stock shown in Column 3 without payment of further consideration at the holder's election or upon closing of the initial public offering of the Issuer's common stock. The shares have no expiration date. |
2. The reporting persons are Logos Opportunities Fund II LP (the "Fund"), Logos Global Management LP ("LGM"), Logos Global Management GP LLC ("LGM GP"), Logos Opportunities GP LLC ("Fund GP"), Logos GP LLC ("Logos GP"), Dr. Arsani William and Dr. Graham Walmsley. LGM is the investment adviser of private funds, including the Fund. LGM GP is the general partner of LGM. Fund GP is the general partner of the Fund. Logos GP is the manager of Fund GP. Dr. William and Dr. Walmsley are controlling persons of LGM and Logos GP and managers of the Fund. LGM is filing this report for itself and the other reporting persons. The reporting persons are filing this Form 3 jointly, but not as a group, and each expressly disclaims membership in a group within the meaning of Rule 13d-5(b) under the Securities Exchange Act of 1934. |
3. The Fund holds the securities reported herein directly for the benefit of its investors. The securities may be deemed to be indirectly beneficially owned by LGM as investment adviser to the Fund, by LGM GP as general partner of LGM, by Fund GP as general partner of the Fund, by Logos GP as manager of Fund GP and by Dr. William and Dr. Walmsley as controlling persons of LGM and Logos GP. The reporting persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. |
Remarks: |
/s/ Arsani William, Managing Partner | 09/16/2020 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |