Sec Form 3 Filing - Point72 Asset Management, L.P. @ MIRAGEN THERAPEUTICS, INC. - 2020-11-10

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Point72 Asset Management, L.P.
2. Issuer Name and Ticker or Trading Symbol
MIRAGEN THERAPEUTICS, INC. [ MGEN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
72 CUMMINGS POINT ROAD,
3. Date of Earliest Transaction (MM/DD/YY)
11/10/2020
(Street)
STAMFORD, CT06902
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 426,162 ( 1 ) I See footnotes ( 2 ) ( 3 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Point72 Asset Management, L.P.
72 CUMMINGS POINT ROAD
STAMFORD, CT06902
X
Point72 Capital Advisors, Inc.
72 CUMMINGS POINT ROAD
STAMFORD, CT06902
X
COHEN STEVEN A/SAC CAPITAL MGMT LP
C/O SAC CAPITAL ADVISORS L.P.
72 CUMMINGS POINT ROAD
STAMFORD, CT06902
X
Signatures
Point72 Asset Management, L.P. by Jason Colombo, Authorized Person 11/20/2020
Signature of Reporting Person Date
Point72 Capital Advisors, Inc. by /s/ Jason Colombo, Authorized Person 11/20/2020
Signature of Reporting Person Date
Steven A. Cohen by /s/ Jason Colombo, Authorized Person 11/20/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )After giving effect to a 1-for-15 reverse stock split that occurred on November 12, 2020.
( 2 )Point72 Asset Management L.P. ("Point72 Asset Management"), Point72 Capital Advisors Inc. ("Capital Advisors"), and Mr. Cohen own directly no shares of the Issuer's common stock. Pursuant to an investment management agreement, Point72 Asset Management maintains investment and voting power with respect to the shares of the Issuer's common stock held by certain investment funds it manages (the "Shares"). Capital Advisors is the general partner of Point72 Asset Management. Mr. Cohen is the sole shareholder of Capital Advisors and the owner, indirectly through certain holding companies wholly-owned by Mr. Cohen, of all of the limited partnership interests of Point72 Asset Management. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, each of Point72 Asset Management, Capital Advisors, and Mr. Cohen may be deemed to beneficially own the Shares reported herein.
( 3 )Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. This filing shall not be deemed an admission that the Reporting Persons are subject to Section 16 of the Exchange Act, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of any securities reported herein for purposes of Section 16 of the Exchange Act or otherwise.

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).
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