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 |
|
|||||||||||||||
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Dyne Therapeutics, Inc. [ DYN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 09/21/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 | 4,614,943 | A | (1)(5) | 4,614,943 | I | See footnote(2) | ||
Common Stock | 09/21/2020 | C | 245,279 | A | (1)(5) | 245,279 | I | See footnote(3) | ||
Common Stock | 09/21/2020 | C | 91,081 | A | (1)(5) | 91,081 | I | See footnote(4) |
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 | (1) | 09/21/2020 | C | 13,980,992 | (1) | (1) | Common Stock | 4,215,076 | $0.00 | 0 | I | See footnote(2) | |||
Series A Preferred Stock | (1) | 09/21/2020 | C | 743,076 | (1) | (1) | Common Stock | 224,025 | $0.00 | 0 | I | See footnote(3) | |||
Series A Preferred Stock | (1) | 09/21/2020 | C | 275,932 | (1) | (1) | Common Stock | 83,188 | $0.00 | 0 | I | See footnote(4) | |||
Series B Preferred Stock | (5) | 09/21/2020 | C | 1,326,313 | (5) | (5) | Common Stock | 399,867 | $0.00 | 0 | I | See footnote(2) | |||
Series B Preferred Stock | (5) | 09/21/2020 | C | 70,492 | (5) | (5) | Common Stock | 21,254 | $0.00 | 0 | I | See footnote(3) | |||
Series B Preferred Stock | (5) | 09/21/2020 | C | 26,176 | (5) | (5) | Common Stock | 7,893 | $0.00 | 0 | I | See footnote(4) |
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
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. The shares are held directly by MPM BioVentures 2018, L.P. ("BV 2018"). The general partner of BV 2018 is MPM BioVentures 2018 GP LLC ("BV 2018 GP"). MPM BioVentures 2018 LLC ("BV 2018 LLC") is the managing member of BV 2018 GP. Edward Hurwitz, Luke Evnin, Ansbert Gadicke, and Todd Foley are the Managing Directors of BV 2018 LLC. Each of BV 2018 GP, BV 2018 LLC, Edward Hurwitz, Luke Evnin, Ansbert Gadicke, and Todd Foley disclaims Section 16 beneficial ownership of the securities held by BV 2018, except to the extent of its pecuniary interest therein, if any. |
3. The shares are held directly by MPM BioVentures 2018 (B), L.P. ("BV 2018(B)"). The general partner of BV 2018(B) is BV 2018 GP. BV 2018 LLC is the managing member of BV 2018 GP. Edward Hurwitz, Luke Evnin, Ansbert Gadicke, and Todd Foley are the Managing Directors of BV 2018 LLC. Each of BV 2018 GP, BV 2018 LLC, Edward Hurwitz, Luke Evnin, Ansbert Gadicke, and Todd Foley disclaims Section 16 beneficial ownership of the securities held by BV 2018(B), except to the extent of its pecuniary interest therein, if any. |
4. The shares are held directly by MPM Asset Management Investors BV2018 LLC ("MPM Asset Management"). The manager of MPM Asset Management is BV 2018 LLC. Edward Hurwitz, Luke Evnin, Ansbert Gadicke, and Todd Foley are the Managing Directors of BV2018 LLC. Each of BV 2018 LLC, Edward Hurwitz, Luke Evnin, Ansbert Gadicke, and Todd Foley disclaims Section 16 beneficial ownership of the securities held by MPM Asset Management, except to the extent of his pecuniary interest therein, if any. |
5. 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. |
Remarks: |
/s/ Ed Hurwitz, managing director of MPM BioVentures 2018 LLC, the managing member of MPM BioVentures 2018 GP LLC, the general partner of MPM BioVentures 2018, L.P. | 09/23/2020 | |
/s/ Ed Hurwitz, managing director of MPM BioVentures 2018 LLC, the managing member of MPM BioVentures 2018 GP LLC, the general partner of MPM BioVentures 2018 (B), L.P. | 09/23/2020 | |
/s/ Ed Hurwitz, managing director of MPM BioVentures 2018 LLC, the manager of MPM Asset Management Investors BV2018 LLC | 09/23/2020 | |
/s/ Ed Hurwitz, managing director of MPM BioVentures 2018 LLC, the managing member of MPM BioVentures 2018 GP LLC | 09/23/2020 | |
/s/ Ed Hurwitz, managing director of MPM BioVentures 2018 LLC | 09/23/2020 | |
/s/ Luke Evnin | 09/23/2020 | |
/s/ Todd Foley | 09/23/2020 | |
/s/ Ansbert Gadicke | 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). | ||
** 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. |