SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HURWITZ EDWARD

(Last)

(First)

(Middle)

C/O DYNE THERAPEUTICS, INC.

830 WINTER STREET

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Dyne Therapeutics, Inc. [ DYN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/21/2020		C		4,614,943	A	⁽¹⁾⁽²⁾	4,614,943	I	See footnote⁽³⁾
Common Stock	09/21/2020		C		245,279	A	⁽¹⁾⁽²⁾	245,279	I	See footnote⁽⁴⁾
Common Stock	09/21/2020		C		91,081	A	⁽¹⁾⁽²⁾	91,081	I	See footnote⁽⁵⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽⁶⁾	07/31/2020		P		4,893,347		⁽⁶⁾	⁽⁶⁾	Common Stock	1,475,277	$1	13,980,992	I	See footnote⁽³⁾
Series A Preferred Stock	⁽⁶⁾	07/31/2020		P		260,077		⁽⁶⁾	⁽⁶⁾	Common Stock	78,409	$1	743,076	I	See footnote⁽⁴⁾
Series A Preferred Stock	⁽⁶⁾	07/31/2020		P		96,576		⁽⁶⁾	⁽⁶⁾	Common Stock	29,116	$1	275,932	I	See footnote⁽⁵⁾
Series B Preferred Stock	⁽⁷⁾	08/07/2020		P		1,326,313		⁽⁷⁾	⁽⁷⁾	Common Stock	399,867	$2.811	1,326,313	I	See footnote⁽³⁾
Series B Preferred Stock	⁽⁷⁾	08/07/2020		P		70,492		⁽⁷⁾	⁽⁷⁾	Common Stock	21,254	$2.811	70,492	I	See footnote⁽⁴⁾
Series B Preferred Stock	⁽⁷⁾	08/07/2020		P		26,176		⁽⁷⁾	⁽⁷⁾	Common Stock	7,893	$2.811	26,176	I	See footnote⁽⁵⁾
Series A Preferred Stock	⁽¹⁾	09/21/2020		C			13,980,992	⁽¹⁾	⁽¹⁾	Common Stock	4,215,076	$0.00	0	I	See footnote⁽³⁾
Series A Preferred Stock	⁽¹⁾	09/21/2020		C			743,076	⁽¹⁾	⁽¹⁾	Common Stock	224,025	$0.00	0	I	See footnote⁽⁴⁾
Series A Preferred Stock	⁽¹⁾	09/21/2020		C			275,932	⁽¹⁾	⁽¹⁾	Common Stock	83,188	$0.00	0	I	See footnote⁽⁵⁾
Series B Preferred Stock	⁽²⁾	09/21/2020		C			1,326,313	⁽²⁾	⁽²⁾	Common Stock	399,867	$0.00	0	I	See footnote⁽³⁾
Series B Preferred Stock	⁽²⁾	09/21/2020		C			70,492	⁽²⁾	⁽²⁾	Common Stock	21,254	$0.00	0	I	See footnote⁽⁴⁾
Series B Preferred Stock	⁽²⁾	09/21/2020		C			26,176	⁽²⁾	⁽²⁾	Common Stock	7,893	$0.00	0	I	See footnote⁽⁵⁾

Explanation of Responses:

1. On September 21, 2020, the Series A 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. 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.

3. The shares are held directly by MPM BioVentures 2018, L.P. ("BV 2018"). The general partner of BV 2018 is MPM BioVentures 2018 GP LLC ("BV 2018 GP"). MPM BioVentures 2018 LLC ("BV 2018 LLC") is the managing member of BV 2018 GP. The Reporting Person, Luke Evnin, Ansbert Gadicke, and Todd Foley are the Managing Directors of BV 2018 LLC. The Reporting Person disclaims Section 16 beneficial ownership of the securities held by BV 2018, except to the extent of his pecuniary interest therein, if any.

4. The shares are held directly by MPM BioVentures 2018 (B), L.P. ("BV 2018(B)"). The general partner of BV 2018(B) is BV 2018 GP. BV 2018 LLC is the managing member of BV 2018 GP. The Reporting Person, Luke Evnin, Ansbert Gadicke, and Todd Foley are the Managing Directors of BV 2018 LLC. The Reporting Person disclaims Section 16 beneficial ownership of the securities held by BV 2018(B), except to the extent of his pecuniary interest therein, if any.

5. The shares are held directly by MPM Asset Management Investors BV2018 LLC ("MPM Asset Management"). The manager of MPM Asset Management is BV 2018 LLC. The Reporting Person, Luke Evnin, Ansbert Gadicke, and Todd Foley are the Managing Directors of BV 2018 LLC. The Reporting Person disclaims Section 16 beneficial ownership of the securities held by MPM Asset Management, except to the extent of his pecuniary interest therein, if any.

6. The Series A Preferred Stock was convertible into common stock on a 3.3169-for-one basis into the number of shares of common stock shown in Column 7 without payment of further consideration at the holder's election or upon closing of the initial public offering of the Issuer's common stock. The shares had no expiration date.

7. The Series B Preferred Stock was convertible into common stock on a 3.3169-for-one basis into the number of shares of common stock shown in Column 7 without payment of further consideration at the holder's election or upon closing of the initial public offering of the Issuer's common stock. The shares had no expiration date.

Remarks:

	/s/ Richard Scalzo, Attorney-in-Fact	09/23/2020
	** Signature of Reporting Person	Date
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