Form 4: Fairmount Funds Management Transfers Viridian Therapeutics Shares Between Healthcare Funds

Fairmount Funds Management LLC transferred shares of Viridian Therapeutics common stock and Series A Non-Voting Convertible Preferred Stock from Fairmount Healthcare Fund LP to Fairmount Healthcare Fund II LP on March 28, 2024, as part of the wind down of Fund I.

Summary

• On March 28, 2024, Fairmount Funds Management LLC transferred shares of Viridian Therapeutics, Inc. from Fairmount Healthcare Fund LP (Fund I) to Fairmount Healthcare Fund II LP (Fund II).
• The transfer included 5,859 shares of common stock disposed of by Fund I and acquired by Fund II.
• Additionally, 21,999 shares of Series A Non-Voting Convertible Preferred Stock were transferred from Fund I to Fund II.
• The transfer was conducted in connection with the wind down of Fairmount Healthcare Fund LP.
• Fairmount Funds Management LLC and Fairmount Healthcare Fund GP LLC have voting and investment power over Fund I's securities but disclaim beneficial ownership except for their pecuniary interest.
• Fairmount Funds Management LLC and Fairmount Healthcare Fund II GP LLC have voting and investment power over Fund II's securities but disclaim beneficial ownership except for their pecuniary interest.
• Each share of Series A Non-Voting Convertible Preferred Stock is convertible into 66.67 shares of common stock, subject to limitations including a 19.99% ownership cap after conversion.
• Peter Harwin and Tomas Kiselak, Managing Members of Fairmount Funds Management LLC, are deemed directors of Viridian Therapeutics by deputization.

Sentiment

Score: 5

Explanation: The document is a routine regulatory filing regarding share transfers between affiliated funds. It doesn't contain information that would significantly impact investor sentiment positively or negatively.

Industry Context

This Form 4 filing indicates internal restructuring within a major shareholder of Viridian Therapeutics, which is common in the investment fund industry as funds mature or shift investment strategies. It doesn't necessarily reflect a change in the overall outlook for Viridian Therapeutics but rather a reallocation of assets within Fairmount's fund structure.

Comparison to Industry Standards

• Share transfers between affiliated funds are a common practice among investment firms like Fairmount Funds Management.
• Similar transactions can be observed with other healthcare-focused funds managed by firms like Orbimed Advisors or RA Capital Management, where internal restructuring or fund lifecycle events lead to asset reallocations.
• The conversion ratio of the Series A Non-Voting Convertible Preferred Stock (66.67 shares of common stock per preferred share) is within the typical range for convertible securities in the biotech industry, designed to provide downside protection while allowing for potential upside participation.

Related Party Transactions

• The transfer of shares between Fairmount Healthcare Fund LP and Fairmount Healthcare Fund II LP constitutes a related party transaction, as both funds are managed by Fairmount Funds Management LLC.

Stakeholder Impact

• The share transfer is unlikely to have a significant direct impact on Viridian Therapeutics' stakeholders, as it represents an internal reallocation of shares within a major shareholder's fund structure.

Key Dates