Viridian Therapeutics, Inc.\DE
15.14%
16,025,330
1590750
92790C104
Oct 22, 2025
Oct 27, 2025, 04:31 PM
Reporting Persons (2)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Fairmount Funds Management LLC | Investment Adviser | 15.14% | 16,025,330 | 0 | 16,025,330 |
| Fairmount Healthcare Fund II GP LLC | Partnership | 15.14% | 16,025,330 | 0 | 16,025,330 |
Disclosure Items (7)
Common Stock, $0.01 par value
Viridian Therapeutics, Inc.\DE
221 Crescent Street, Waltham, MA, 02453
Item 2(a) of the Statement is hereby amended in its entirety as follows: This Schedule 13D is being filed jointly by Fairmount Funds Management LLC, a Delaware limited liability company and Securities and Exchange Commission ("SEC") registered investment adviser under the Investment Advisers Act of 1940 ("Fairmount") and Fairmount Healthcare Fund II GP LLC, a Delaware limited liability company ("Fairmount GP II," and together with Fairmount, the "Reporting Persons"). Fairmount serves as investment manager for Fairmount Healthcare Fund II LP ("Fund II") and may be deemed a beneficial owner for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the "Act") of any securities of the Company held by Fund II. Fund II has delegated to Fairmount the sole power to vote and the sole power to dispose of all securities held in Fund II's portfolio, including the shares of Common Stock, Series A Preferred Stock and Series B Preferred Stock reported herein. Because Fund II has divested itself of voting and investment power over the reported securities it holds and may not revoke that delegation on less than 61 days' notice, Fund II disclaims beneficial ownership of the securities it holds for purposes of Section 13(d) of the Act and therefore disclaims any obligation to report ownership of the reported securities under Section 13(d) of the Act. Fairmount and Fairmount GP II disclaim beneficial ownership of the securities reported in this Schedule 13D other than for the purpose of determining its obligations under Section 13(d) of the Act, and the filing of this Schedule 13D shall not be deemed an admission that Fairmount and Fairmount GP II are the beneficial owner of such securities for any other purpose.
Item 2(c) of the Statement is hereby amended in its entirety as follows: The principal business of Fairmount is to provide discretionary investment management services to qualified investors through its private pooled investment vehicle, Fund II. Fairmount GP II serves as the general partner to Fund II. Fairmount has voting and dispositive power over the shares of Common Stock, Series A Preferred Stock and Series B Preferred Stock held by Fund II, which is deemed shared with Fairmount GP II. Fund II does not have the right to acquire voting or dispositive power over the Common Stock, Series A Preferred Stock or Series B Preferred Stock within sixty days.
Item 3 of the Statement is hereby amended and supplemented as follows: In aggregate, the Reporting Persons have voting and dispositive power over 16,025,330 shares of Common Stock of the Company, which is comprised of (a) 3,914,458 shares of Common Stock, and (b) an aggregate of 12,110,872.18 (rounded to 12,110,872 shares for purposes of reporting in this Schedule 13D) shares of Common Stock issuable upon conversion of 133,191 shares of Series A Preferred Stock and 48,463 shares of Series B Preferred Stock, the conversion of each of which is subject to a beneficial ownership limitation of 19.99% of the outstanding Common Stock. On October 23, 2025, Fund II purchased a total of 454,545 shares of Common Stock of the Company for an aggregate price of $9,999,990.00 in an underwritten public offering (the "Offering"). The shares were purchased with working capital. Fairmount and Fairmount GP II do not own any shares of Common Stock, Series A Preferred Stock or Series B Preferred Stock directly. Fairmount and Fairmount GP II are deemed to beneficially own the shares Common Stock, Series A Preferred Stock and Series B Preferred Stock held by Fund II. Fairmount and Fairmount GP II disclaim beneficial ownership of such shares of Common Stock, Series A Preferred Stock and Series B Preferred Stock except to the extent of their pecuniary interest therein.
The information in rows 11 and 13 of each of the cover pages (including the explanatory note in the "Comments") of this Amendment No. 7 is incorporated by reference herein.
The information in rows 7 through 10 of each of the cover pages of this Amendment No. 7 is incorporated by reference herein.
On October 23, 2025, Fund II purchased in the Offering a total of 454,545 shares of Common Stock of the Company at a purchase price of $22 per share for an aggregate purchase price of $9,999,990.00.
Fairmount is the investment manager to Fund II and has voting and dispositive power over shares of Common Stock held on behalf of Fund II. Fairmount GP II serves as the general partner to Fund II and is deemed to share voting and dispositive power over shares of Common Stock held on behalf of Fund II in its capacity as general partner.
Lock-Up Agreement In connection with the Company's underwritten public offering of common stock that closed on October 23, 2025, the Fund II entered into a customary lock-up letter agreement (the "Lock-Up Agreement") with Jefferies LLC, Leerink Partners LLC, Evercore Group L.L.C. and Stifel, Nicolaus & Company Incorporated as the representatives of the underwriters (the "Representatives") to an underwriting agreement with the Company. Pursuant to the Lock-Up Agreement, Fund II agreed to refrain from selling shares of the Company's securities without the consent of Jefferies LLC and Leerink Partners LLC, and other customary lock-up conditions, for a period of 60 days from the date of the Company's final prospectus supplement related to the offering. The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the form of the Lock-Up Agreement, which is filed as Exhibit 99.2 to this Schedule 13D and incorporated herein by reference.
99.1 Joint Filing Agreement 99.2 Lock-Up Agreement (incorporated by reference to Exhibit A to the Underwriting Agreement filed as Exhibit 1.1 of the Company's Form 8-K filed with the SEC on October 23, 2025).