Form 4: Fairmount Funds Management Increases Stake in Viridian Therapeutics Through Option Exercises

Sentiment:

Insider Transaction Report


Fairmount Funds Management LLC and its affiliates reported the exercise of stock options to acquire additional common stock in Viridian Therapeutics, Inc., increasing their indirect beneficial ownership.

Summary

  • Fairmount Funds Management LLC, Fairmount Healthcare Fund II GP LLC, and Fairmount Healthcare Fund II L.P. reported transactions involving Viridian Therapeutics, Inc. (VRDN) common stock.
  • On June 9, 2025, 1,600 shares of common stock were acquired at an exercise price of $7.8 per share.
  • On June 10, 2025, an additional 12,500 shares of common stock were acquired at an exercise price of $12.31 per share.
  • These acquisitions were a result of exercising stock options.
  • Following these transactions, the total amount of securities beneficially owned indirectly through Fairmount Healthcare Fund II LP is 3,459,913 shares.
  • The options were part of director compensation for Peter Harwin, a Managing Member of Fairmount, who served on Viridian Therapeutics' Board of Directors through March 10, 2025.
  • Peter Harwin was obligated to turn over any net cash or stock received from such options to Fairmount for the benefit of the Fairmount Fund.
  • Fairmount and Peter Harwin disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest.
  • The reporting persons are deemed directors by deputization of Viridian Therapeutics, Inc. because Tomas Kiselak, a Managing Member of Fairmount Funds Management LLC, serves on the Issuer's board of directors.

Sentiment

Score: 7

Explanation: The exercise of stock options by a significant institutional investor and director indicates continued confidence in the company's equity, even if it's a pre-planned transaction.

Positives

  • A significant institutional investor and director-affiliated entity (Fairmount Funds Management LLC) increased its stake in Viridian Therapeutics, Inc. through option exercises, indicating continued engagement and potential confidence in the company's equity.

Future Outlook

N/A

Management Comments

  • Peter Harwin, a Managing Member of Fairmount and Fairmount GP II, served on the Issuer's Board of Directors through March 10, 2025, and was obligated to turn over to Fairmount any net cash or stock received from director compensation options for the benefit of the Fairmount Fund.
  • Fairmount disclaims beneficial ownership of any of the reported securities, except to the extent of its pecuniary interest therein.

Industry Context

This filing reflects routine insider transaction activity for a biotechnology company, indicating an institutional investor's continued stake. It does not provide broader industry context.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
DirectorPeter HarwinN/A03/10/2025End of service on the Issuer's Board of Directors.
Director (by deputization)N/ATomas KiselakN/AServes on the Issuer's board of directors and is a Managing Member of Fairmount Funds Management LLC, leading to the reporting persons being deemed directors by deputization.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Director DeputizationThe reporting persons (Fairmount Funds Management LLC, Fairmount Healthcare Fund II GP LLC, and Fairmount Healthcare Fund II L.P.) are deemed directors by deputization due to Tomas Kiselak, a Managing Member of Fairmount Funds Management LLC, serving on the Issuer's board of directors.N/AThis clarifies the relationship and reporting obligations of the institutional investor group with the company's governance structure.

Related Party Transactions

  • The transactions involve the exercise of stock options by entities affiliated with a 10% owner and former director (Peter Harwin) and current director (Tomas Kiselak by deputization), which are considered related party transactions under SEC rules.

Stakeholder Impact

  • Shareholders: The exercise of options by a significant institutional holder and director-affiliated entity may be viewed as a positive signal of continued investment and confidence in the company's future.

Key Dates

DateDescription
10/27/2020Date when Peter Harwin's stock option began vesting monthly over a three-year period.
03/10/2025Peter Harwin's last day of service on the Issuer's Board of Directors.
06/09/2025Transaction date for the acquisition of 1,600 shares of common stock via option exercise.
06/10/2025Transaction date for the acquisition of 12,500 shares of common stock via option exercise.
06/11/2025Filing date of the SEC Form 4.

Recommendation

hold

Keywords

SEC Form 4, Insider Trading, Stock Option Exercise, Beneficial Ownership, Viridian Therapeutics, VRDN, Fairmount Funds Management, Institutional Investor, Director Ownership, Equity Acquisition

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