Sec Form 4 Filing - Fairmount Funds Management LLC @ MIRAGEN THERAPEUTICS, INC. - 2020-10-30

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Fairmount Funds Management LLC 2. Issuer Name and Ticker or Trading Symbol MIRAGEN THERAPEUTICS, INC. [ MGEN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Remarks (Last) (First) (Middle) 2001 MARKET STREET, SUITE 2500 3. Date of Earliest Transaction (MM/DD/YY) 10/30/2020 (Street) PHILADELPHIA, PA19103 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 87,891 I Fairmount Healthcare Fund LP ( 1 ) Common Stock 438,502 I Fairmount Healthcare Fund II LP ( 2 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Non-Voting Convertible Preferred Stock ( 3 ) 10/30/2020 P 5,494 ( 3 ) ( 3 ) Common Stock 5,494,000 $ 465.96 21,999 I Fairmount Healthcare Fund LP ( 1 ) Series A Non-Voting Convertible Preferred Stock ( 3 ) 10/30/2020 P 28,843 ( 3 ) ( 3 ) Common Stock 28,483,000 $ 465.96 111,192 I Fairmount Healthcare Fund II LP ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Fairmount Funds Management LLC 2001 MARKET STREET, SUITE 2500 PHILADELPHIA, PA19103 X See Remarks Fairmount Healthcare Fund GP LLC 2001 MARKET STREET, SUITE 2500 PHILADELPHIA, PA19103 X See Remarks Fairmount Healthcare Fund II GP LLC 2001 MARKET STREET, SUITE 2500 PHILADELPHIA, PA19103 X See Remarks Fairmount Healthcare Fund L.P. 2001 MARKET STREET, SUITE 2500 PHILADELPHIA, PA19103 X See Remarks Fairmount Healthcare Fund II L.P. 2001 MARKET STREET, SUITE 2500 PHILADELPHIA, PA19103 X See Remarks Signatures /s/ Chris W. Trester, Attorney-in-fact for Fairmount Funds Management LLC 10/30/2020 Signature of Reporting Person Date /s/ Chris W. Trester, Attorney-in-fact for Fairmount Healthcare Fund GP LLC 10/30/2020 Signature of Reporting Person Date /s/ Chris W. Trester, Attorney-in-fact for Fairmount Healthcare Fund II GP LLC 10/30/2020 Signature of Reporting Person Date /s/ Chris W. Trester, Attorney-in-fact for Fairmount Healthcare Fund LP 10/30/2020 Signature of Reporting Person Date /s/ Chris W. Trester, Attorney-in-fact for Fairmount Healthcare Fund II LP 10/30/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Fairmount Funds Management LLC and Fairmount Healthcare Fund GP LLC have voting power and investment power over the shares of Common Stock and Series A Non-Voting Convertible Preferred Stock held by Fairmount Healthcare Fund LP ("Fund I"). They disclaim beneficial ownership of securities held by Fund I for purposes of Rule 16a-1(a)(2), except to the extent of their pecuniary interest therein. ( 2 )Fairmount Funds Management LLC and Fairmount Healthcare Fund II GP LLC have voting power and investment power over the shares of Common Stock and Series A Non-Voting Convertible Preferred Stock held by Fairmount Healthcare Fund II LP ("Fund II"). They disclaim beneficial ownership of securities held by Fund II for purposes of Rule 16a-1(a)(2), except to the extent of their pecuniary interest therein. ( 3 )Following stockholder approval of the conversion of Series A Non-Voting Convertible Preferred Stock into shares of Common Stock, each share of Series A Non-Voting Convertible Preferred Stock is convertible into shares of Common Stock at any time at the option of the holder thereof, into 1,000 shares of Common Stock, subject to certain limitations, including that a holder of Series A Non-Voting Convertible Preferred Stock is prohibited from converting shares of Series A Non-Voting Convertible Preferred Stock into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than 19.99% of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion.

Remarks: The Reporting Persons may each be deemed a director by deputization of Issuer by virtue of the fact that each of Peter Harwin and Tomas Kiselak serve on the board of directors of Issuer and are also each a Managing Member of Fairmount Funds Management LLC.

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).

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