UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
VIRIDIAN
THERAPEUTICS, INC.
(Name of Issuer)
Common
Stock, par value $0.01 per share
(Title of Class of Securities)
92790C104
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
Rule 13d-1(b)
☒
Rule 13d-1(c)
☐
Rule 13d-1(d)
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 92790C104 |
SCHEDULE
13G |
Page
2 of 6 |
1 |
NAME
OF REPORTING PERSONS
Commodore
Capital LP |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐ |
3 |
SEC
USE ONLY
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
USA |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE
VOTING POWER
0 |
6 |
SHARED
VOTING POWER
1,924,074* |
7 |
SOLE
DISPOSITIVE POWER
0 |
8 |
SHARED
DISPOSITIVE POWER
1,924,074* |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,924,074* |
10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.7%* |
12 |
TYPE
OF REPORTING PERSON
IA |
*See
Item 4 for additional information.
CUSIP
No. 92790C104 |
SCHEDULE
13G |
Page
3 of 6 |
1 |
NAME
OF REPORTING PERSONS
Commodore
Capital Master LP |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐ |
3 |
SEC
USE ONLY
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE
VOTING POWER
0 |
6 |
SHARED
VOTING POWER
1,924,074* |
7 |
SOLE
DISPOSITIVE POWER
0 |
8 |
SHARED
DISPOSITIVE POWER
1,924,074* |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,924,074* |
10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.7%* |
12 |
TYPE
OF REPORTING PERSON
OO |
*See
Item 4 for additional information.
CUSIP
No. 92790C104 |
SCHEDULE
13G |
Page
4 of 6 |
Item
1. |
(a)
Name of Issuer |
Viridian
Therapeutics, Inc. (the “Issuer”)
Item
1. |
(b)
Address of Issuer’s Principal Executive Offices |
221
Crescent Street, Suite 401, Waltham, MA 02453
Item
2. |
(a,
b, c) Names of Person Filing, Address of Principal Business Office, Citizenship: |
This report on Schedule 13G is being filed by Commodore Capital LP, a Delaware limited partnership (the “Firm”)
and Commodore Capital Master LP, a Cayman Islands exempted limited partnership (“Commodore Master”). The address for the Firm
and Commodore Master is: 444 Madison Avenue, Floor 35, New York, New York 10022.
Item
2. |
(d)
Title of Class of Securities |
Common
Stock, par value $0.01 per share (the “Common Stock”)
92790C104
Item 3. |
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person
filing is a: |
N/A
CUSIP
No. 92790C104 |
SCHEDULE
13G |
Page
5 of 6 |
Item
4. Ownership
As
reported in the cover pages to this report, the ownership information with respect to the Firm is as follows:
(a)
Amount Beneficially Owned: 1,924,074*
(b)
Percent of Class: 3.7%*
(c)
Number of Shares as to which such person has:
(i)
Sole power to vote or to direct the vote: 0
(ii)
Shared power to vote or to direct the vote: 1,924,074*
(iii)
Sole power to dispose or to direct the disposition of: 0
(iv)
Shared power to dispose or to direct the disposition of: 1,924,074*
As reported in the cover pages to this report, the ownership information with respect to Commodore Master is as follows:
(a)
Amount Beneficially Owned: 1,924,074*
(b)
Percent of Class: 3.7%*
(c)
Number of Shares as to which such person has:
(i)
Sole power to vote or to direct the vote: 0
(ii)
Shared power to vote or to direct the vote: 1,924,074*
(iii)
Sole power to dispose or to direct the disposition of: 0
(iv)
Shared power to dispose or to direct the disposition of: 1,924,074*
*The
Firm is the investment manager to Commodore Master. As of December 31, 2023, the Firm may be deemed to beneficially own an aggregate
of 1,924,074 shares of Common Stock of the Issuer. The Firm, as the investment manager to Commodore Master, may be deemed to
beneficially own these securities. Michael Kramarz and Robert Egen Atkinson are the managing partners of the Firm and exercise
investment discretion with respect to these securities. Ownership percentages are based on 52,586,039 shares of Common Stock
reported as issued and outstanding as of November 7, 2023 in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on November 13, 2023.
Item
5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to
be the beneficial owner of more than five percent of the class of securities, check the following [X].
Item
6. Ownership of More Than Five Percent on Behalf of Another Person
Not
Applicable.
Item
7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person
Not
Applicable.
Item
8. Identification and Classification of Members of the Group
Not
Applicable.
Item
9. Notice of Dissolution of Group
Not
Applicable.
Item
10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Exhibit Index
CUSIP
No. 92790C104 |
SCHEDULE
13G |
Page
6 of 6 |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated: February 14, 2024 |
|
|
|
Commodore Capital LP |
|
|
|
By: |
/s/ Michael Kramarz |
|
|
Michael Kramarz, Managing Partner |
|
|
|
Commodore Capital Master LP |
|
|
|
By: |
/s/ Michael Kramarz |
|
|
Michael Kramarz, Authorized Signatory |
|
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