Initial Statement of Beneficial Ownership (3)
21 November 2020 - 9:29AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 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. Date of Event Requiring Statement (MM/DD/YYYY)
11/10/2020
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3. Issuer Name and Ticker or Trading Symbol
MIRAGEN THERAPEUTICS, INC. [MGEN]
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(Last)
(First)
(Middle)
72 CUMMINGS POINT ROAD, |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Street)
STAMFORD, CT 06902
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 426162 (1) | I | See footnotes (2)(3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Point72 Asset Management, L.P. 72 CUMMINGS POINT ROAD STAMFORD, CT 06902 |
| X |
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Point72 Capital Advisors, Inc. 72 CUMMINGS POINT ROAD STAMFORD, CT 06902 |
| X |
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COHEN STEVEN A/SAC CAPITAL MGMT LP C/O SAC CAPITAL ADVISORS L.P. 72 CUMMINGS POINT ROAD STAMFORD, CT 06902 |
| X |
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Signatures
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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 |
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