Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
|
Viridian Therapeutics, Inc.\DE (Name of Issuer) |
Common Stock, $0.01 par value (Title of Class of Securities) |
92790C104 (CUSIP Number) |
Ms. Erin O'Connor Fairmount Funds Management LLC, 200 Barr Harbor Drive, Suite 400 West Conshohocken, PA, 19428 (267) 262-5300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/23/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 92790C104 |
| 1 |
Name of reporting person
Fairmount Funds Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
16,025,330.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
15.14 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person:
The securities include (i) 3,914,458 shares of common stock, $0.01 par value per share (the "Common Stock") and (ii) an aggregate of 12,110,872 shares of Common Stock issuable upon conversion of 133,191 shares of Series A Non-Voting Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock") and 48,463 shares of Series B Non-Voting Convertible Preferred Stock, par value $0.01 per share (the "Series B Preferred Stock"), the conversion of each of which is subject to a beneficial ownership limitation of 19.99% of the outstanding Common Stock. Row 13 is based on 105,830,130 shares of Common Stock outstanding as of October 23, 2025, consisting of (i) 93,719,258 shares of Common Stock outstanding as of October 21, 2025, as reported in the Company's final prospectus supplement filed pursuant to Rule 424(b)(5) dated October 21, 2025 (ii) an aggregate of 12,110,872 shares of Common Stock issuable upon conversion of 133,191 shares of Series A Preferred Stock and 48,463 shares of Series B Preferred Stock.
SCHEDULE 13D
|
| CUSIP No. | 92790C104 |
| 1 |
Name of reporting person
Fairmount Healthcare Fund II GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
16,025,330.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
15.14 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The securities include (i) 3,914,458 shares of Common Stock and (ii) an aggregate of 12,110,872 shares of Common Stock issuable upon conversion of 133,191 shares of Series A Preferred Stock and 48,463 shares of Series B Preferred Stock, the conversion of each of which is subject to a beneficial ownership limitation of 19.99% of the outstanding Common Stock. Row 13 is based on 105,830,130 shares of Common Stock outstanding as of October 23, 2025, consisting of (i) 93,719,258 shares of Common Stock outstanding as of October 21, 2025, as reported in the Company's final prospectus supplement filed pursuant to Rule 424(b)(5) dated October 21, 2025 (ii) an aggregate of 12,110,872 shares of Common Stock issuable upon conversion of 133,191 shares of Series A Preferred Stock and 48,463 shares of Series B Preferred Stock.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.01 par value | |
| (b) | Name of Issuer:
Viridian Therapeutics, Inc.\DE | |
| (c) | Address of Issuer's Principal Executive Offices:
221 Crescent Street, Suite 103A, Waltham,
MASSACHUSETTS
, 02453. | |
Item 1 Comment:
This Amendment No. 7 amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission on January 5, 2021, Amendment No. 1 filed on September 23, 2021, Amendment No. 2 filed on August 19, 2022, Amendment No. 3 filed on November 3, 2023, Amendment No. 4 filed on January 24, 2024, Amendment No. 5 filed on April 1, 2024, and Amendment No. 6 filed on September 17, 2024 (as amended, the "Statement" or the "Schedule 13D") by the Reporting Persons with respect to the common stock, $0.01 par value ("Common Stock"), of Viridian Therapeutics, Inc. (the "Company"). Unless otherwise defined herein, capitalized terms used in this Amendment No. 7 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2(a) of the Statement is hereby amended in its entirety as follows: This Schedule 13D is being filed jointly by Fairmount Funds Management LLC, a Delaware limited liability company and Securities and Exchange Commission ("SEC") registered investment adviser under the Investment Advisers Act of 1940 ("Fairmount") and Fairmount Healthcare Fund II GP LLC, a Delaware limited liability company ("Fairmount GP II," and together with Fairmount, the "Reporting Persons"). Fairmount serves as investment manager for Fairmount Healthcare Fund II LP ("Fund II") and may be deemed a beneficial owner for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the "Act") of any securities of the Company held by Fund II. Fund II has delegated to Fairmount the sole power to vote and the sole power to dispose of all securities held in Fund II's portfolio, including the shares of Common Stock, Series A Preferred Stock and Series B Preferred Stock reported herein. Because Fund II has divested itself of voting and investment power over the reported securities it holds and may not revoke that delegation on less than 61 days' notice, Fund II disclaims beneficial ownership of the securities it holds for purposes of Section 13(d) of the Act and therefore disclaims any obligation to report ownership of the reported securities under Section 13(d) of the Act. Fairmount and Fairmount GP II disclaim beneficial ownership of the securities reported in this Schedule 13D other than for the purpose of determining its obligations under Section 13(d) of the Act, and the filing of this Schedule 13D shall not be deemed an admission that Fairmount and Fairmount GP II are the beneficial owner of such securities for any other purpose. | |
| (c) | Item 2(c) of the Statement is hereby amended in its entirety as follows: The principal business of Fairmount is to provide discretionary investment management services to qualified investors through its private pooled investment vehicle, Fund II. Fairmount GP II serves as the general partner to Fund II. Fairmount has voting and dispositive power over the shares of Common Stock, Series A Preferred Stock and Series B Preferred Stock held by Fund II, which is deemed shared with Fairmount GP II. Fund II does not have the right to acquire voting or dispositive power over the Common Stock, Series A Preferred Stock or Series B Preferred Stock within sixty days. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Statement is hereby amended and supplemented as follows: In aggregate, the Reporting Persons have voting and dispositive power over 16,025,330 shares of Common Stock of the Company, which is comprised of (a) 3,914,458 shares of Common Stock, and (b) an aggregate of 12,110,872.18 (rounded to 12,110,872 shares for purposes of reporting in this Schedule 13D) shares of Common Stock issuable upon conversion of 133,191 shares of Series A Preferred Stock and 48,463 shares of Series B Preferred Stock, the conversion of each of which is subject to a beneficial ownership limitation of 19.99% of the outstanding Common Stock. On October 23, 2025, Fund II purchased a total of 454,545 shares of Common Stock of the Company for an aggregate price of $9,999,990.00 in an underwritten public offering (the "Offering"). The shares were purchased with working capital. Fairmount and Fairmount GP II do not own any shares of Common Stock, Series A Preferred Stock or Series B Preferred Stock directly. Fairmount and Fairmount GP II are deemed to beneficially own the shares Common Stock, Series A Preferred Stock and Series B Preferred Stock held by Fund II. Fairmount and Fairmount GP II disclaim beneficial ownership of such shares of Common Stock, Series A Preferred Stock and Series B Preferred Stock except to the extent of their pecuniary interest therein. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended and supplemented as follows: Fund II purchased the shares of Common Stock referenced in Item 3 for investment purposes. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information in rows 11 and 13 of each of the cover pages (including the explanatory note in the "Comments") of this Amendment No. 7 is incorporated by reference herein. | |
| (b) | The information in rows 7 through 10 of each of the cover pages of this Amendment No. 7 is incorporated by reference herein. | |
| (c) | On October 23, 2025, Fund II purchased in the Offering a total of 454,545 shares of Common Stock of the Company at a purchase price of $22 per share for an aggregate purchase price of $9,999,990.00. | |
| (d) | Fairmount is the investment manager to Fund II and has voting and dispositive power over shares of Common Stock held on behalf of Fund II. Fairmount GP II serves as the general partner to Fund II and is deemed to share voting and dispositive power over shares of Common Stock held on behalf of Fund II in its capacity as general partner. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Lock-Up Agreement In connection with the Company's underwritten public offering of common stock that closed on October 23, 2025, the Fund II entered into a customary lock-up letter agreement (the "Lock-Up Agreement") with Jefferies LLC, Leerink Partners LLC, Evercore Group L.L.C. and Stifel, Nicolaus & Company Incorporated as the representatives of the underwriters (the "Representatives") to an underwriting agreement with the Company. Pursuant to the Lock-Up Agreement, Fund II agreed to refrain from selling shares of the Company's securities without the consent of Jefferies LLC and Leerink Partners LLC, and other customary lock-up conditions, for a period of 60 days from the date of the Company's final prospectus supplement related to the offering. The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the form of the Lock-Up Agreement, which is filed as Exhibit 99.2 to this Schedule 13D and incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
99.1 Joint Filing Agreement 99.2 Lock-Up Agreement (incorporated by reference to Exhibit A to the Underwriting Agreement filed as Exhibit 1.1 of the Company's Form 8-K filed with the SEC on October 23, 2025). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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