SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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*
Fairmount Funds Management LLC

(Last) (First) (Middle)
2001 MARKET STREET, SUITE 2500

(Street)
PHILADELPHIA PA 19103

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/27/2020
3. Issuer Name and Ticker or Trading Symbol
MIRAGEN THERAPEUTICS, INC. [ MGEN ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
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 526,393 I By funds(1)(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: 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
Series A Non-Voting Convertible Preferred Stock (3) (3) Common Stock 131,191,000 (3) I By funds(2)(4)
1. Name and Address of Reporting Person*
Fairmount Funds Management LLC

(Last) (First) (Middle)
2001 MARKET STREET, SUITE 2500

(Street)
PHILADELPHIA PA 19103

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Fairmount Healthcare Fund GP LLC

(Last) (First) (Middle)
2001 MARKET STREET, SUITE 2500

(Street)
PHILADELPHIA PA 19103

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Fairmount Healthcare Fund II GP LLC

(Last) (First) (Middle)
2001 MARKET STREET, SUITE 2500

(Street)
PHILADELPHIA PA 19103

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Fairmount Healthcare Fund L.P.

(Last) (First) (Middle)
2001 MARKET STREET, SUITE 2500

(Street)
PHILADELPHIA PA 19103

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Fairmount Healthcare Fund II L.P.

(Last) (First) (Middle)
2001 MARKET STREET, SUITE 2500

(Street)
PHILADELPHIA PA 19103

(City) (State) (Zip)
Explanation of Responses:
1. Consists of (i) 87,891 shares owned by Fairmount Healthcare Fund LP ("Fund I"); and (ii) 438,502 shares owned by Fairmount Healthcare Fund II LP ("Fund II").
2. Fairmount Funds Management LLC and Fairmount Healthcare Fund GP LLC have voting power and investment power over the shares of Common Stock and Series A Non-Voting Convertible Preferred Stock held by Fund I. They disclaim beneficial ownership of securities held by Fund I for purposes of Rule 16a-1(a)(2), except to the extent of their pecuniary interest therein. Fairmount Funds Management LLC and Fairmount Healthcare Fund II GP LLC have voting power and investment power over the shares of Common Stock and Series A Non-Voting Convertible Preferred Stock held by Fund II. They disclaim beneficial ownership of securities held by Fund II for purposes of Rule 16a-1(a)(2), except to the extent of their pecuniary interest therein.
3. Following stockholder approval of the conversion of Series A Non-Voting Convertible Preferred Stock into shares of Common Stock, each share of Series A Non-Voting Convertible Preferred Stock is convertible into shares of Common Stock at any time at the option of the holder thereof, into 1,000 shares of Common Stock, subject to certain limitations, including that a holder of Series A Non-Voting Convertible Preferred Stock is prohibited from converting shares of Series A Non-Voting Convertible Preferred Stock into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than 19.99% of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion.
4. Consists of (i) 21,999,000 shares of common stock issuable upon the conversion of 21,999 shares of Series A Non-Voting Convertible Preferred Stock owned by Fund I; and (ii) 111,192,000 shares of common stock issuable upon the conversion of 111,192 shares of Series A Non-Voting Convertible Preferred Stock owned by Fund II.
Remarks:
Exhibit 24 - Power of Attorney The Reporting Persons may each be deemed a director by deputization of Issuer by virtue of the fact that each of Peter Harwin and Tomas Kiselak serve on the board of directors of Issuer and are also each a Managing Member of Fairmount Funds Management LLC.
/s/ Chris W. Trester, Attorney-in-fact for Fairmount Funds Management LLC 10/30/2020
/s/ Chris W. Trester, Attorney-in-fact for Fairmount Healthcare Fund GP LLC 10/30/2020
/s/ Chris W. Trester, Attorney-in-fact for Fairmount Healthcare Fund II GP LLC 10/30/2020
/s/ Chris W. Trester, Attorney-in-fact for Fairmount Healthcare Fund LP 10/30/2020
/s/ Chris W. Trester, Attorney-in-fact for Fairmount Healthcare Fund II LP 10/30/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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