Sec Form 4 Filing - Atlas Venture Fund XI, L.P. @ Dyne Therapeutics, Inc. - 2020-09-21

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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
Atlas Venture Fund XI, L.P.
2. Issuer Name and Ticker or Trading Symbol
Dyne Therapeutics, Inc. [ DYN]
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)
400 TECHNOLOGY SQUARE, 10TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
09/21/2020
(Street)
CAMBRIDGE, MA02139
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 09/21/2020 C 6,029,726 A 8,140,130 I See footnote ( 2 )
Common Stock 09/21/2020 C 1,608,785 A 1,608,785 I See footnote ( 4 )
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 Preferred Stock ( 1 ) 09/21/2020 C 20,000,000 ( 1 ) ( 1 ) Common Stock 6,029,726 $ 0 0 I See footnote ( 2 )
Series B Preferred Stock ( 3 ) 09/21/2020 C 5,336,179 ( 3 ) ( 3 ) Common Stock 1,608,785 $ 0 0 I See footnote ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Atlas Venture Fund XI, L.P.
400 TECHNOLOGY SQUARE, 10TH FLOOR
CAMBRIDGE, MA02139
X
Atlas Venture Associates XI, L.P.
400 TECHNOLOGY SQUARE, 10TH FLOOR
CAMBRIDGE, MA02139
X
Atlas Venture Associates XI, LLC
400 TECHNOLOGY SQUARE, 10TH FLOOR
CAMBRIDGE, MA02139
X
Atlas Venture Opportunity Fund I, L.P.
400 TECHNOLOGY SQUARE, 10TH FLOOR
CAMBRIDGE, MA02139
X
Atlas Venture Associates Opportunity I, L.P.
400 TECHNOLOGY SQUARE, 10TH FLOOR
CAMBRIDGE, MA02139
X
Atlas Venture Associates Opportunity I, LLC
400 TECHNOLOGY SQUARE, 10TH FLOOR
CAMBRIDGE, MA02139
X
Signatures
/s/ Atlas Venture Fund XI, LP, By: Atlas Venture Associates XI, L.P., it's general partner, By: Atlas Venture Associates XI, LLC, its general partner, By: Ommer Chohan, Chief Financial Officer, /s/ Ommer Chohan 09/23/2020
Signature of Reporting Person Date
/s/ Atlas Venture Associates XI, LP, By: Atlas Venture Associates XI, LLC, it's general partner, By: Ommer Chohan, Chief Financial Officer, /s/ Ommer Chohan 09/23/2020
Signature of Reporting Person Date
/s/ Atlas Venture Associates XI, LLC, By: Ommer Chohan, Chief Financial Officer, /s/ Ommer Chohan 09/23/2020
Signature of Reporting Person Date
/s/ Atlas Venture Opportunity Fund I, L.P., By: Atlas Venture Associates Opportunity I, L.P., its general partner, By: Atlas Venture Associates Opportunity I, LLC, its general partner, By: Ommer Chohan, Chief Financial Officer, /s/ Ommer Chohan 09/23/2020
Signature of Reporting Person Date
/s/ Atlas Venture Associates Opportunity I, L.P., By: Atlas Venture Associates Opportunity I, LLC, its general partner, By: Ommer Chohan, Chief Financial Officer, /s/ Ommer Chohan 09/23/2020
Signature of Reporting Person Date
/s/ Atlas Venture Associates Opportunity I, LLC, By: Ommer Chohan, Chief Financial Officer, /s/ Ommer Chohan 09/23/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On September 21, 2020, the Series A Preferred Stock automatically converted into Common Stock on a 3.3169-for-one basis without payment of further consideration upon closing of the initial public offering of the Issuer's common stock. The shares had no expiration date.
( 2 )The shares are held directly by Atlas Venture Fund XI, L.P. ("Atlas Venture Fund XI"). The general partner of Atlas Venture Fund XI is Atlas Venture Associates XI, L.P. ("AVA XI LP"). Atlas Venture Associates XI, LLC ("AVA XI LLC") is the general partner of AVA XI LP. Each of AVA XI LP and AVA XI LLC disclaims Section 16 beneficial ownership of the securities held by Atlas Venture Fund XI, except to the extent of its pecuniary interest therein, if any.
( 3 )On September 21, 2020, the Series B Preferred Stock automatically converted into Common Stock on a 3.3169-for-one basis without payment of further consideration upon closing of the initial public offering of the Issuer's common stock. The shares had no expiration date.
( 4 )The shares are held directly by Atlas Venture Opportunity Fund I, L.P. ("Atlas Venture Opportunity Fund I"). The general partner of Atlas Venture Opportunity Fund I is Atlas Venture Associates Opportunity I, L.P. ("AVAO I LP"). Atlas Venture Associates Opportunity I, LLC ("AVAO I LLC") is the general partner of AVAO I LP. Each of AVAO I LP and AVAO I LLC disclaims Section 16 beneficial ownership of the securities held by Atlas Venture Opportunity Fund I, except to the extent of its pecuniary interest therein, if any.

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