Sec Form 4 Filing - Logos Global Management LP @ Dyne Therapeutics, Inc. - 2020-09-21

Insider filing report for Changes in Beneficial Ownership
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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
Logos Global Management LP
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)
1 LETTERMAN DRIVE, SUITE D3-700
3. Date of Earliest Transaction (MM/DD/YY)
09/21/2020
(Street)
SAN FRANCISCO, CA94129
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 804,392 A 804,392 I See footnotes ( 2 ) ( 3 )
Common Stock 09/21/2020 P 700,000 A $ 19 1,504,392 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
Series B Preferred Stock ( 1 ) 09/21/2020 C 2,668,089 ( 1 ) ( 1 ) Common Stock 804,392 $ 0 0 I See footnotes ( 2 ) ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Logos Global Management LP
1 LETTERMAN DRIVE, SUITE D3-700
SAN FRANCISCO, CA94129
X
Signatures
/s/ Arsani William, Managing Partner 09/23/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )The reporting persons are Logos Opportunities Fund II LP (the "Fund"), Logos Global Management LP ("LGM"), Logos Global Management GP LLC ("LGM GP"), Logos Opportunities GP LLC ("Fund GP"), Logos GP LLC ("Logos GP"), Dr. Arsani William and Dr. Graham Walmsley. LGM is the investment adviser of private funds, including the Fund. LGM GP is the general partner of LGM. Fund GP is the general partner of the Fund. Logos GP is the manager of Fund GP. Dr. William and Dr. Walmsley are controlling persons of LGM and Logos GP and managers of the Fund. LGM is filing this report for itself and the other reporting persons. The reporting persons are filing this Form 3 jointly, but not as a group, and each expressly disclaims membership in a group within the meaning of Rule 13d-5(b) under the Securities Exchange Act of 1934.
( 3 )The Fund holds the securities reported herein directly for the benefit of its investors. The securities may be deemed to be indirectly beneficially owned by LGM as investment adviser to the Fund, by LGM GP as general partner of LGM, by Fund GP as general partner of the Fund, by Logos GP as manager of Fund GP and by Dr. William and Dr. Walmsley as controlling persons of LGM and Logos GP. The reporting persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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