Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
15 February 2024 - 12:28PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)*
Viridian Therapeutics, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(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:
* |
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 |
Page 2 of 14 |
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1. |
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Name of reporting persons
Venrock Healthcare Capital Partners III,
L.P. |
2. |
|
Check the Appropriate
Box if a Member of a Group (See Instructions)
(a) ¨
(b) x (1) |
3. |
|
SEC USE ONLY
|
4. |
|
Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
5. |
|
Sole Voting Power
0 |
6. |
|
Shared Voting Power
5,555,568 (2) |
7. |
|
Sole Dispositive Power
0 |
8. |
|
Shared Dispositive Power
5,555,568 (2) |
9. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
5,555,568 (2) |
10. |
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. |
|
Percent of Class Represented by Amount in Row (9)
9.99% (3) |
12. |
|
Type of Reporting Person (See Instructions)
PN |
|
|
|
|
|
|
|
| (1) | This Schedule 13G/A is being filed by (i) Venrock Healthcare Capital Partners III, L.P. (“VHCP-III”), VHCP Co-Investment
Holdings III, LLC (“VHCP-III Co-Invest”), Venrock Healthcare Capital Partners EG, L.P. (“VHCP-EG”), VHCP Management
III, LLC, the general partner of VHCP-III and the manager of VHCP-III Co-Invest (“VHCPM-III”), VHCP Management EG, LLC (VHCPM-EG”),
the general partner of VHCP-EG, Nimish Shah (“Shah”) and Bong Koh (“Koh” and together with VHCP-III, VCHCP-III
Co-Invest, VHCP-EG, VHCPM-III and Shah, the “Reporting Persons.”) The Reporting Persons expressly disclaim status as a “group”
for purposes of this Schedule 13G/A. |
| (2) | Consists of (i) 913,079 shares of common stock and 1,104,179 shares of common stock issuable upon the conversion of Series A preferred
stock and/or Series B preferred stock held by VHCP-III, (ii) 91,346 shares of common stock and 110,356 shares of common stock issuable
upon the conversion of Series A preferred stock and/or Series B preferred stock held by VHCP-III Co-Invest and (iii) 1,525,883 shares
of common stock and 1,810,725 shares of common stock issuable upon the conversion of Series A preferred stock and/or Series B preferred
stock held by VHCP-EG. The share numbers in the preceding sentence represent the maximum number of shares of common stock issuable upon
the voluntary conversion of the Reporting Persons’ preferred stock pursuant to the Certificates of Designation for the Series A
preferred stock and Series B preferred stock as a result of the blocker provision of the Certificates of Designation described in the
following sentence. The Certificates of Designation provide that the holder of preferred stock will not have a right to convert, subject
to certain exceptions, the preferred stock for common stock if, as a result of such conversion, the holder, together with its affiliates
and other attribution parties, would exceed a beneficial ownership limitation to be set at the discretion of the holder between 4.9% and
19.9% of the number of shares of common stock outstanding immediately after giving effect to the issuance of the shares of common stock
being converted. The Reporting Persons have set the beneficial ownership limitation at 9.99%. |
| (3) | This percentage is calculated based upon the sum of (i) 52,586,039
shares of the Issuer’s common stock outstanding as of November 7, 2023 as reported in the Issuer’s Quarterly Report on Form
10-Q filed with the Securities and Exchange Commission on November 13, 2023 and (ii) 3,025,260 shares of common stock issuable upon conversion
of Series A preferred stock and/or Series B preferred stock held by the Reporting Persons. |
CUSIP No. 92790C104 |
Page 3 of 14 |
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1. |
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Name of reporting persons
VHCP Co-Investment Holdings III, LLC |
2. |
|
Check the Appropriate
Box if a Member of a Group (See Instructions)
(a) ¨
(b) x (1) |
3. |
|
SEC USE ONLY
|
4. |
|
Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
5. |
|
Sole Voting Power
0 |
6. |
|
Shared Voting Power
5,555,568 (2) |
7. |
|
Sole Dispositive Power
0 |
8. |
|
Shared Dispositive Power
5,555,568 (2) |
9. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
5,555,568 (2) |
10. |
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. |
|
Percent of Class Represented by Amount in Row (9)
9.99% (3) |
12. |
|
Type of Reporting Person (See Instructions)
OO |
|
|
|
|
|
|
|
| (1) | This Schedule 13G/A is being filed by (i) Venrock Healthcare Capital Partners III, L.P. (“VHCP-III”), VHCP Co-Investment
Holdings III, LLC (“VHCP-III Co-Invest”), Venrock Healthcare Capital Partners EG, L.P. (“VHCP-EG”), VHCP Management
III, LLC, the general partner of VHCP-III and the manager of VHCP-III Co-Invest (“VHCPM-III”), VHCP Management EG, LLC (VHCPM-EG”),
the general partner of VHCP-EG, Nimish Shah (“Shah”) and Bong Koh (“Koh” and together with VHCP-III, VCHCP-III
Co-Invest, VHCP-EG, VHCPM-III and Shah, the “Reporting Persons.”) The Reporting Persons expressly disclaim status as a “group”
for purposes of this Schedule 13G/A. |
| (2) | Consists of (i) 913,079 shares of common stock and 1,104,179 shares of common stock issuable upon the conversion of Series A preferred
stock and/or Series B preferred stock held by VHCP-III, (ii) 91,346 shares of common stock and 110,356 shares of common stock issuable
upon the conversion of Series A preferred stock and/or Series B preferred stock held by VHCP-III Co-Invest and (iii) 1,525,883 shares
of common stock and 1,810,725 shares of common stock issuable upon the conversion of Series A preferred stock and/or Series B preferred
stock held by VHCP-EG. The share numbers in the preceding sentence represent the maximum number of shares of common stock issuable upon
the voluntary conversion of the Reporting Persons’ preferred stock pursuant to the Certificates of Designation for the Series A
preferred stock and Series B preferred stock as a result of the blocker provision of the Certificates of Designation described in the
following sentence. The Certificates of Designation provide that the holder of preferred stock will not have a right to convert, subject
to certain exceptions, the preferred stock for common stock if, as a result of such conversion, the holder, together with its affiliates
and other attribution parties, would exceed a beneficial ownership limitation to be set at the discretion of the holder between 4.9% and
19.9% of the number of shares of common stock outstanding immediately after giving effect to the issuance of the shares of common stock
being converted. The Reporting Persons have set the beneficial ownership limitation at 9.99%. |
| (3) | This percentage is calculated based upon the sum of (i) 52,586,039 shares of the Issuer’s common stock outstanding as of November
7, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November
13, 2023 and (ii) 3,025,260 shares of common stock issuable upon conversion of Series A preferred stock and/or Series B preferred stock
held by the Reporting Persons. |
CUSIP No. 92790C104 |
Page 4 of 14 |
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1. |
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Name of reporting persons
Venrock Healthcare Capital Partners EG, L.P. |
2. |
|
Check the Appropriate
Box if a Member of a Group (See Instructions) (a) ¨
(b) x (1) |
3. |
|
SEC USE ONLY
|
4. |
|
Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
5. |
|
Sole Voting Power
0 |
6. |
|
Shared Voting Power
5,555,568 (2) |
7. |
|
Sole Dispositive Power
0 |
8. |
|
Shared Dispositive Power
5,555,568 (2) |
9. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
5,555,568 (2) |
10. |
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. |
|
Percent of Class Represented by Amount in Row (9)
9.99% (3) |
12. |
|
Type of Reporting Person (See Instructions)
PN |
|
|
|
|
|
|
|
| (1) | This Schedule 13G/A is being filed by (i) Venrock Healthcare Capital Partners III, L.P. (“VHCP-III”), VHCP Co-Investment
Holdings III, LLC (“VHCP-III Co-Invest”), Venrock Healthcare Capital Partners EG, L.P. (“VHCP-EG”), VHCP Management
III, LLC, the general partner of VHCP-III and the manager of VHCP-III Co-Invest (“VHCPM-III”), VHCP Management EG, LLC (VHCPM-EG”),
the general partner of VHCP-EG, Nimish Shah (“Shah”) and Bong Koh (“Koh” and together with VHCP-III, VCHCP-III
Co-Invest, VHCP-EG, VHCPM-III and Shah, the “Reporting Persons.”) The Reporting Persons expressly disclaim status as a “group”
for purposes of this Schedule 13G/A. |
| (2) | Consists of (i) 913,079 shares of common stock and 1,104,179 shares of common stock issuable upon the conversion of Series A preferred
stock and/or Series B preferred stock held by VHCP-III, (ii) 91,346 shares of common stock and 110,356 shares of common stock issuable
upon the conversion of Series A preferred stock and/or Series B preferred stock held by VHCP-III Co-Invest and (iii) 1,525,883 shares
of common stock and 1,810,725 shares of common stock issuable upon the conversion of Series A preferred stock and/or Series B preferred
stock held by VHCP-EG. The share numbers in the preceding sentence represent the maximum number of shares of common stock issuable upon
the voluntary conversion of the Reporting Persons’ preferred stock pursuant to the Certificates of Designation for the Series A
preferred stock and Series B preferred stock as a result of the blocker provision of the Certificates of Designation described in the
following sentence. The Certificates of Designation provide that the holder of preferred stock will not have a right to convert, subject
to certain exceptions, the preferred stock for common stock if, as a result of such conversion, the holder, together with its affiliates
and other attribution parties, would exceed a beneficial ownership limitation to be set at the discretion of the holder between 4.9% and
19.9% of the number of shares of common stock outstanding immediately after giving effect to the issuance of the shares of common stock
being converted. The Reporting Persons have set the beneficial ownership limitation at 9.99%. |
| (3) | This percentage is calculated based upon the sum of (i) 52,586,039 shares of the Issuer’s common stock outstanding as of November
7, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November
13, 2023 and (ii) 3,025,260 shares of common stock issuable upon conversion of Series A preferred stock and/or Series B preferred stock
held by the Reporting Persons. |
CUSIP No. 92790C104 |
Page 5 of 14 |
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1. |
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Name of reporting persons
VHCP Management III, LLC |
2. |
|
Check the Appropriate
Box if a Member of a Group (See Instructions) (a) ¨
(b) x (1) |
3. |
|
SEC USE ONLY
|
4. |
|
Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
5. |
|
Sole Voting Power
0 |
6. |
|
Shared Voting Power
5,555,568 (2) |
7. |
|
Sole Dispositive Power
0 |
8. |
|
Shared Dispositive Power
5,555,568 (2) |
9. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
5,555,568 (2) |
10. |
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. |
|
Percent of Class Represented by Amount in Row (9)
9.99% (3) |
12. |
|
Type of Reporting Person (See Instructions)
OO |
|
|
|
|
|
|
|
| (1) | This Schedule 13G/A is being filed by (i) Venrock Healthcare Capital Partners III, L.P. (“VHCP-III”), VHCP Co-Investment
Holdings III, LLC (“VHCP-III Co-Invest”), Venrock Healthcare Capital Partners EG, L.P. (“VHCP-EG”), VHCP Management
III, LLC, the general partner of VHCP-III and the manager of VHCP-III Co-Invest (“VHCPM-III”), VHCP Management EG, LLC (VHCPM-EG”),
the general partner of VHCP-EG, Nimish Shah (“Shah”) and Bong Koh (“Koh” and together with VHCP-III, VCHCP-III
Co-Invest, VHCP-EG, VHCPM-III and Shah, the “Reporting Persons.”) The Reporting Persons expressly disclaim status as a “group”
for purposes of this Schedule 13G/A. |
| (2) | Consists of (i) 913,079 shares of common stock and 1,104,179 shares of common stock issuable upon the conversion of Series A preferred
stock and/or Series B preferred stock held by VHCP-III, (ii) 91,346 shares of common stock and 110,356 shares of common stock issuable
upon the conversion of Series A preferred stock and/or Series B preferred stock held by VHCP-III Co-Invest and (iii) 1,525,883 shares
of common stock and 1,810,725 shares of common stock issuable upon the conversion of Series A preferred stock and/or Series B preferred
stock held by VHCP-EG. The share numbers in the preceding sentence represent the maximum number of shares of common stock issuable upon
the voluntary conversion of the Reporting Persons’ preferred stock pursuant to the Certificates of Designation for the Series A
preferred stock and Series B preferred stock as a result of the blocker provision of the Certificates of Designation described in the
following sentence. The Certificates of Designation provide that the holder of preferred stock will not have a right to convert, subject
to certain exceptions, the preferred stock for common stock if, as a result of such conversion, the holder, together with its affiliates
and other attribution parties, would exceed a beneficial ownership limitation to be set at the discretion of the holder between 4.9% and
19.9% of the number of shares of common stock outstanding immediately after giving effect to the issuance of the shares of common stock
being converted. The Reporting Persons have set the beneficial ownership limitation at 9.99%. |
| (3) | This percentage is calculated based upon the sum of (i) 52,586,039
shares of the Issuer’s common stock outstanding as of November 7, 2023 as reported in the Issuer’s Quarterly Report on Form
10-Q filed with the Securities and Exchange Commission on November 13, 2023 and (ii) 3,025,260 shares of common stock issuable upon conversion
of Series A preferred stock and/or Series B preferred stock held by the Reporting Persons. |
CUSIP No. 92790C104 |
Page 6 of 14 |
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|
1. |
|
Name of reporting persons
VHCP Management EG, LLC |
2. |
|
Check the Appropriate
Box if a Member of a Group (See Instructions) (a) ¨
(b) x (1) |
3. |
|
SEC USE ONLY
|
4. |
|
Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
5. |
|
Sole Voting Power
0 |
6. |
|
Shared Voting Power
5,555,568 (2) |
7. |
|
Sole Dispositive Power
0 |
8. |
|
Shared Dispositive Power
5,555,568 (2) |
9. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
5,555,568 (2) |
10. |
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. |
|
Percent of Class Represented by Amount in Row (9)
9.99% (3) |
12. |
|
Type of Reporting Person (See Instructions)
OO |
|
|
|
|
|
|
|
| (1) | This Schedule 13G/A is being filed by (i) Venrock Healthcare Capital Partners III, L.P. (“VHCP-III”), VHCP Co-Investment
Holdings III, LLC (“VHCP-III Co-Invest”), Venrock Healthcare Capital Partners EG, L.P. (“VHCP-EG”), VHCP Management
III, LLC, the general partner of VHCP-III and the manager of VHCP-III Co-Invest (“VHCPM-III”), VHCP Management EG, LLC (VHCPM-EG”),
the general partner of VHCP-EG, Nimish Shah (“Shah”) and Bong Koh (“Koh” and together with VHCP-III, VCHCP-III
Co-Invest, VHCP-EG, VHCPM-III and Shah, the “Reporting Persons.”) The Reporting Persons expressly disclaim status as a “group”
for purposes of this Schedule 13G/A. |
| (2) | Consists of (i) 913,079 shares of common stock and 1,104,179 shares of common stock issuable upon the conversion of Series A preferred
stock and/or Series B preferred stock held by VHCP-III, (ii) 91,346 shares of common stock and 110,356 shares of common stock issuable
upon the conversion of Series A preferred stock and/or Series B preferred stock held by VHCP-III Co-Invest and (iii) 1,525,883 shares
of common stock and 1,810,725 shares of common stock issuable upon the conversion of Series A preferred stock and/or Series B preferred
stock held by VHCP-EG. The share numbers in the preceding sentence represent the maximum number of shares of common stock issuable upon
the voluntary conversion of the Reporting Persons’ preferred stock pursuant to the Certificates of Designation for the Series A
preferred stock and Series B preferred stock as a result of the blocker provision of the Certificates of Designation described in the
following sentence. The Certificates of Designation provide that the holder of preferred stock will not have a right to convert, subject
to certain exceptions, the preferred stock for common stock if, as a result of such conversion, the holder, together with its affiliates
and other attribution parties, would exceed a beneficial ownership limitation to be set at the discretion of the holder between 4.9% and
19.9% of the number of shares of common stock outstanding immediately after giving effect to the issuance of the shares of common stock
being converted. The Reporting Persons have set the beneficial ownership limitation at 9.99%. |
| (3) | This percentage is calculated based upon the sum of (i) 52,586,039 shares of the Issuer’s common stock outstanding as of November
7, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November
13, 2023 and (ii) 3,025,260 shares of common stock issuable upon conversion of Series A preferred stock and/or Series B preferred stock
held by the Reporting Persons. |
CUSIP No. 92790C104 |
Page 7 of 14 |
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1. |
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Name of Reporting Persons
Shah, Nimish |
2. |
|
Check the Appropriate
Box if a Member of a Group (See Instructions) (a) ¨
(b) x (1) |
3. |
|
SEC USE ONLY
|
4. |
|
Citizenship or Place of Organization
United States |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
5. |
|
Sole Voting Power
0 |
6. |
|
Shared Voting Power
5,555,568 (2) |
7. |
|
Sole Dispositive Power
0 |
8. |
|
Shared Dispositive Power
5,555,568 (2) |
9. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
5,555,568 (2) |
10. |
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. |
|
Percent of Class Represented by Amount in Row (9)
9.99% (3) |
12. |
|
Type of Reporting Person (See Instructions)
IN |
|
|
|
|
|
|
|
| (1) | This Schedule 13G/A is being filed by (i) Venrock Healthcare Capital Partners III, L.P. (“VHCP-III”), VHCP Co-Investment
Holdings III, LLC (“VHCP-III Co-Invest”), Venrock Healthcare Capital Partners EG, L.P. (“VHCP-EG”), VHCP Management
III, LLC, the general partner of VHCP-III and the manager of VHCP-III Co-Invest (“VHCPM-III”), VHCP Management EG, LLC (VHCPM-EG”),
the general partner of VHCP-EG, Nimish Shah (“Shah”) and Bong Koh (“Koh” and together with VHCP-III, VCHCP-III
Co-Invest, VHCP-EG, VHCPM-III and Shah, the “Reporting Persons.”) The Reporting Persons expressly disclaim status as a “group”
for purposes of this Schedule 13G/A. |
| (2) | Consists of (i) 913,079 shares of common stock and 1,104,179 shares of common stock issuable upon the conversion of Series A preferred
stock and/or Series B preferred stock held by VHCP-III, (ii) 91,346 shares of common stock and 110,356 shares of common stock issuable
upon the conversion of Series A preferred stock and/or Series B preferred stock held by VHCP-III Co-Invest and (iii) 1,525,883 shares
of common stock and 1,810,725 shares of common stock issuable upon the conversion of Series A preferred stock and/or Series B preferred
stock held by VHCP-EG. The share numbers in the preceding sentence represent the maximum number of shares of common stock issuable upon
the voluntary conversion of the Reporting Persons’ preferred stock pursuant to the Certificates of Designation for the Series A
preferred stock and Series B preferred stock as a result of the blocker provision of the Certificates of Designation described in the
following sentence. The Certificates of Designation provide that the holder of preferred stock will not have a right to convert, subject
to certain exceptions, the preferred stock for common stock if, as a result of such conversion, the holder, together with its affiliates
and other attribution parties, would exceed a beneficial ownership limitation to be set at the discretion of the holder between 4.9% and
19.9% of the number of shares of common stock outstanding immediately after giving effect to the issuance of the shares of common stock
being converted. The Reporting Persons have set the beneficial ownership limitation at 9.99%. |
| (3) | This percentage is calculated based upon the sum of (i) 52,586,039 shares of the Issuer’s common stock outstanding as of November
7, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November
13, 2023 and (ii) 3,025,260 shares of common stock issuable upon conversion of Series A preferred stock and/or Series B preferred stock
held by the Reporting Persons. |
CUSIP No. 92790C104 |
Page 8 of 14 |
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|
|
|
1. |
|
Name of Reporting Persons
Koh, Bong |
2. |
|
Check the Appropriate
Box if a Member of a Group (See Instructions) (a) ¨
(b) x (1) |
3. |
|
SEC USE ONLY
|
4. |
|
Citizenship or Place of Organization
United States |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
5. |
|
Sole Voting Power
0 |
6. |
|
Shared Voting Power
5,555,568 (2) |
7. |
|
Sole Dispositive Power
0 |
8. |
|
Shared Dispositive Power
5,555,568 (2) |
9. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
5,555,568 (2) |
10. |
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. |
|
Percent of Class Represented by Amount in Row (9)
9.99% (3) |
12. |
|
Type of Reporting Person (See Instructions)
IN |
|
|
|
|
|
|
|
| (1) | This Schedule 13G/A is being filed by (i) Venrock Healthcare Capital Partners III, L.P. (“VHCP-III”), VHCP Co-Investment
Holdings III, LLC (“VHCP-III Co-Invest”), Venrock Healthcare Capital Partners EG, L.P. (“VHCP-EG”), VHCP Management
III, LLC, the general partner of VHCP-III and the manager of VHCP-III Co-Invest (“VHCPM-III”), VHCP Management EG, LLC (VHCPM-EG”),
the general partner of VHCP-EG, Nimish Shah (“Shah”) and Bong Koh (“Koh” and together with VHCP-III, VCHCP-III
Co-Invest, VHCP-EG, VHCPM-III and Shah, the “Reporting Persons.”) The Reporting Persons expressly disclaim status as a “group”
for purposes of this Schedule 13G/A. |
| (2) | Consists of (i) 913,079 shares of common stock and 1,104,179 shares of common stock issuable upon the conversion of Series A preferred
stock and/or Series B preferred stock held by VHCP-III, (ii) 91,346 shares of common stock and 110,356 shares of common stock issuable
upon the conversion of Series A preferred stock and/or Series B preferred stock held by VHCP-III Co-Invest and (iii) 1,525,883 shares
of common stock and 1,810,725 shares of common stock issuable upon the conversion of Series A preferred stock and/or Series B preferred
stock held by VHCP-EG. The share numbers in the preceding sentence represent the maximum number of shares of common stock issuable upon
the voluntary conversion of the Reporting Persons’ preferred stock pursuant to the Certificates of Designation for the Series A
preferred stock and Series B preferred stock as a result of the blocker provision of the Certificates of Designation described in the
following sentence. The Certificates of Designation provide that the holder of preferred stock will not have a right to convert, subject
to certain exceptions, the preferred stock for common stock if, as a result of such conversion, the holder, together with its affiliates
and other attribution parties, would exceed a beneficial ownership limitation to be set at the discretion of the holder between 4.9% and
19.9% of the number of shares of common stock outstanding immediately after giving effect to the issuance of the shares of common stock
being converted. The Reporting Persons have set the beneficial ownership limitation at 9.99%. |
| (3) | This percentage is calculated based upon the sum of (i) 52,586,039
shares of the Issuer’s common stock outstanding as of November 7, 2023 as reported in the Issuer’s Quarterly Report on Form
10-Q filed with the Securities and Exchange Commission on November 13, 2023 and (ii) 3,025,260 shares of common stock issuable upon conversion
of Series A preferred stock and/or Series B preferred stock held by the Reporting Persons. |
CUSIP No. 92790C104 |
Page 9 of 14 |
Introductory Note: This Schedule 13G/A is filed on behalf of Venrock
Healthcare Capital Partners III, L.P., a limited partnership organized under the laws of the State of Delaware (“VHCP III”),
VHCP Co-Investment Holdings III, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP-III Co-Invest”),
Venrock Healthcare Capital Partners EG, L.P., a limited partnership organized under the laws of the State of Delaware (“VHCP EG”),
VHCP Management III, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCPM-III”), VHCP
Management EG, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCPM-EG”), Nimish Shah
(“Shah”) and Bong Koh (“Koh” and together with VHCP-III, VCHCP-III Co-Invest, VHCP-EG, VHCPM-III and Shah, the
“Reporting Persons”) in respect of Common Stock of Viridian
Therapeutics, Inc.
Item 1.
Viridian Therapeutics, Inc.
| (b) | Address of Issuer’s Principal
Executive Offices |
221 Crescent Street, Suite 401
Waltham, MA 02453
Item 2.
Venrock Healthcare Capital Partners III, L.P.
VHCP Co-Investment Holdings III, LLC
Venrock Healthcare Capital Partners EG, L.P.
VHCP Management III, LLC
VHCP Management EG, LLC
Nimish Shah
Bong Koh
| (b) | Address of Principal Business
Office or, if none, Residence |
|
New York Office: |
Palo Alto Office: |
|
|
|
|
7 Bryant Park |
3340 Hillview Avenue |
|
23rd Floor |
Palo Alto, CA 94304 |
|
New York, NY 10018 |
|
All of the Venrock Entities were organized in Delaware. The individuals
are both United States citizens.
| (d) | Title of Class of Securities |
Common Stock, par value $0.01 per share
92790C104
CUSIP No. 92790C104 |
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Item 3. |
If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable
| (a) | Amount Beneficially Owned as of
December 31, 2023: |
Venrock Healthcare Capital Partners III, L.P. | |
| 5,555,568 | (1) |
VHCP Co-Investment Holdings III, LLC | |
| 5,555,568 | (1) |
Venrock Healthcare Capital Partners EG, L.P. | |
| 5,555,568 | (1) |
VHCP Management III, LLC | |
| 5,555,568 | (1) |
VHCP Management EG, LLC | |
| 5,555,568 | (1) |
Nimish Shah | |
| 5,555,568 | (1) |
Bong Koh | |
| 5,555,568 | (1) |
|
(b) |
Percent of Class as of December 31, 2023: |
Venrock Healthcare Capital Partners III, L.P. | |
| 9.99 | % |
VHCP Co-Investment Holdings III, LLC | |
| 9.99 | % |
Venrock Healthcare Capital Partners EG, L.P. | |
| 9.99 | % |
VHCP Management III, LLC | |
| 9.99 | % |
VHCP Management EG, LLC | |
| 9.99 | % |
Nimish Shah | |
| 9.99 | % |
Bong Koh | |
| 9.99 | % |
|
(c) |
Number of shares as to which the person has, as of December 31, 2023: |
|
(i) |
Sole power to vote or to direct the vote |
Venrock Healthcare Capital Partners III, L.P. | |
| 0 | |
VHCP Co-Investment Holdings III, LLC | |
| 0 | |
Venrock Healthcare Capital Partners EG, L.P. | |
| 0 | |
VHCP Management III, LLC | |
| 0 | |
VHCP Management EG, LLC | |
| 0 | |
Nimish Shah | |
| 0 | |
Bong Koh | |
| 0 | |
CUSIP No. 92790C104 |
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| (ii) | Shared power to vote or to direct
the vote |
Venrock Healthcare Capital Partners III, L.P. | |
| 5,555,568 | (1) |
VHCP Co-Investment Holdings III, LLC | |
| 5,555,568 | (1) |
Venrock Healthcare Capital Partners EG, L.P. | |
| 5,555,568 | (1) |
VHCP Management III, LLC | |
| 5,555,568 | (1) |
VHCP Management EG, LLC | |
| 5,555,568 | (1) |
Nimish Shah | |
| 5,555,568 | (1) |
Bong Koh | |
| 5,555,568 | (1) |
|
(iii) |
Sole power to dispose or to direct the disposition of |
Venrock Healthcare Capital Partners III, L.P. | |
| 0 | |
VHCP Co-Investment Holdings III, LLC | |
| 0 | |
Venrock Healthcare Capital Partners EG, L.P. | |
| 0 | |
VHCP Management III, LLC | |
| 0 | |
VHCP Management EG, LLC | |
| 0 | |
Nimish Shah | |
| 0 | |
Bong Koh | |
| 0 | |
|
(iv) |
Shared power to dispose or to direct the disposition of |
Venrock Healthcare Capital Partners III, L.P. | |
| 5,555,568 | (1) |
VHCP Co-Investment Holdings III, LLC | |
| 5,555,568 | (1) |
Venrock Healthcare Capital Partners EG, L.P. | |
| 5,555,568 | (1) |
VHCP Management III, LLC | |
| 5,555,568 | (1) |
VHCP Management EG, LLC | |
| 5,555,568 | (1) |
Nimish Shah | |
| 5,555,568 | (1) |
Bong Koh | |
| 5,555,568 | (1) |
| (1) | Consists of (i) 913,079 shares of common stock and 1,104,179 shares of common stock issuable upon the conversion of Series A preferred
stock and/or Series B preferred stock held by VHCP-III, (ii) 91,346 shares of common stock and 110,356 shares of common stock issuable
upon the conversion of Series A preferred stock and/or Series B preferred stock held by VHCP-III Co-Invest and (iii) 1,525,883 shares
of common stock and 1,810,725 shares of common stock issuable upon the conversion of Series A preferred stock and/or Series B preferred
stock held by VHCP-EG. The share numbers in the preceding sentence represent the maximum number of shares of common stock issuable upon
the voluntary conversion of the Reporting Persons’ preferred stock pursuant to the Certificates of Designation for the Series A
preferred stock and Series B preferred stock as a result of the blocker provision of the Certificates of Designation described in the
following sentence. The Certificates of Designation provide that the holder of preferred stock will not have a right to convert, subject
to certain exceptions, the preferred stock for common stock if, as a result of such conversion, the holder, together with its affiliates
and other attribution parties, would exceed a beneficial ownership limitation to be set at the discretion of the holder between 4.9% and
19.9% of the number of shares of common stock outstanding immediately after giving effect to the issuance of the shares of common stock
being converted. The Reporting Persons have set the beneficial ownership limitation at 9.99%. |
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 ¨.
CUSIP No. 92790C104 |
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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 a Group |
Not Applicable
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, other than activities solely in connection with a nomination under § 240.14a-11.
CUSIP No. 92790C104 |
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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
Venrock Healthcare Capital Partners III, L.P. |
|
VHCP Co-Investment Holdings III, LLC |
|
|
|
|
|
By: |
VHCP Management III, LLC |
|
By: |
VHCP Management III, LLC |
Its: |
General Partner |
|
Its: |
Manager |
|
|
|
|
|
By: |
/s/ Sherman G. Souther |
|
By: |
/s/ Sherman G. Souther |
|
Name: |
Sherman G. Souther |
|
|
Name: |
Sherman G. Souther |
|
Its: |
Authorized Signatory |
|
|
Its: |
Authorized Signatory |
|
|
|
VHCP Management III, LLC |
|
VHCP Management EG, LLC |
|
|
|
|
|
By: |
/s/ Sherman G. Souther |
|
By: |
/s/ Sherman G. Souther |
|
Name: |
Sherman G. Souther |
|
|
Name: |
Sherman G. Souther |
|
Its: |
Authorized Signatory |
|
|
Its: |
Authorized Signatory |
|
|
|
Venrock Healthcare Capital Partners EG, L.P. |
|
|
|
|
|
By: |
VHCP Management EG, LLC |
|
|
Its: |
General Partner |
|
|
|
|
|
/s/ Sherman G. Souther |
|
|
Name: |
Sherman G. Souther |
|
|
Its: |
Authorized Signatory |
|
|
Bong Koh |
|
|
|
|
|
/s/ Sherman G. Souther |
|
|
Sherman G. Souther, Attorney-in-fact |
|
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Nimish Shah |
|
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|
|
|
/s/ Sherman G. Souther |
|
|
Sherman G. Souther, Attorney-in-fact |
|
|
|
CUSIP No. 92790C104 |
Page 14 of 14 |
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