SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Kersten Dirk

(Last) (First) (Middle)
C/O DYNE THERAPEUTICS, INC.
830 WINTER STREET

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Dyne Therapeutics, Inc. [ DYN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/31/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/21/2020 C 6,131,079 A (1)(2) 6,131,079 I See footnote(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (4) 07/31/2020 P 5,250,000 (4) (4) Common Stock 1,582,803 $1 15,000,000 I See footnote(3)
Series B Preferred Stock (5) 08/07/2020 P 5,336,179 (5) (5) Common Stock 1,608,786 $2.811 5,336,179 I See footnote(3)
Series A Preferred Stock (1) 09/21/2020 C 15,000,000 (1) (1) Common Stock 4,522,293 $0.00 0 I See footnote(3)
Series B Preferred Stock (2) 09/21/2020 C 5,336,179 (2) (2) Common Stock 1,608,786 $0.00 0 I See footnote(3)
Explanation of Responses:
1. On September 21, 2020, the Series A Preferred Stock automatically converted into Common Stock on a 3.3169-for-one basis without payment of further consideration upon closing of the initial public offering of the Issuer's common stock. The shares had no expiration date.
2. On September 21, 2020, the Series B Preferred Stock automatically converted into Common Stock on a 3.3169-for-one basis without payment of further consideration upon closing of the initial public offering of the Issuer's common stock. The shares had no expiration date.
3. The shares are held directly by Forbion Capital Fund IV Cooperatief U.A ("FCF IV"). Forbion IV Management B.V. ("Forbion Management") the director of FCF IV, may be deemed to have voting and dispositive power over the shares held by FCF IV. Investment decisions with respect to the shares held by FCF IV can be made by FCPM III Services B.V., the director of Forbion Management, which may delegate such powers to its investment committee which may delegate such powers to the authorized representatives of Forbion Management. Messrs. Slootweg, van Osch, Mulder, van Houten, Reithinger and Boorsma (the "Partners") are partners of FCPM III Services B.V., which acts as the investment advisor to the directors of FCF IV. The Reporting Person is a partner of Forbion Management and a member of the investment committee of Forbion Management. The Reporting Person disclaims beneficial ownership of the shares, except to the extent of his pecuniary interest therein.
4. The Series A Preferred Stock was convertible into common stock on a 3.3169-for-one basis into the number of shares of common stock shown in Column 7 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 had no expiration date.
5. The Series B Preferred Stock was convertible into common stock on a 3.3169-for-one basis into the number of shares of common stock shown in Column 7 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 had no expiration date.
Remarks:
/s/ Richard Scalzo, Attorney-in-Fact 09/23/2020
** 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 4 (b)(v).
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