Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Viridian Therapeutics, Inc.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
92790C 104
(CUSIP Number)
November 1, 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) |
| x | 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. 92790C 104 | Page 2 of 9 |
| 1. |
Names of Reporting Persons
Venrock Opportunities Fund, L.P. | ||
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x (1) (b) ¨
| ||
| 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
2,823,921 (2) | ||
| 7. |
Sole Dispositive Power
0 | ||
| 8. |
Shared Dispositive Power
2,823,921 (2) | ||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,823,921 (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)
5.2% (3) | ||
| 12. |
Type of Reporting Person (See Instructions)
PN | ||
| (1) | Venrock Opportunities Fund, L.P. and Venrock Opportunities Management, LLC are members of a group for the purposes of this Schedule 13G. |
| (2) | Consists of (i) 1,352,315 shares of common stock held by Venrock Opportunities Fund, L.P. and (ii) 1,471,606 shares of common stock issuable upon conversion of 22,073 shares of Series B preferred stock held by Venrock Opportunities Fund, L.P. |
| (3) | This per centage is calculated based upon the sum of (i) 52,586,039 shares of 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) 1,471,606 shares of common stock issuable upon conversion of 22,073 shares of Series B preferred stock. |
| CUSIP No. 92790C 104 | Page 3 of 9 |
| 1. |
Names of Reporting Persons
Venrock Opportunities Management, LLC | ||
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x (1) (b) ¨
| ||
| 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
2,823,921 (2) | ||
| 7. |
Sole Dispositive Power
0 | ||
| 8. |
Shared Dispositive Power
2,823,921 (2) | ||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,823,921 (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)
5.2% (3) | ||
| 12. |
Type of Reporting Person (See Instructions)
OO | ||
| (1) | Venrock Opportunities Fund, L.P. and Venrock Opportunities Management, LLC are members of a group for the purposes of this Schedule 13G. |
| (2) | Consists of (i) 1,352,315 shares of common stock held by Venrock Opportunities Fund, L.P. and (ii) 1,471,606 shares of common stock issuable upon conversion of 22,073 shares of Series B preferred stock held by Venrock Opportunities Fund, L.P. |
| (3) | This percentage is calculated based upon the sum of (i) 52,586,039 shares of 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) 1,471,606 shares of common stock issuable upon conversion of 22,073 shares of Series B preferred stock. |
| CUSIP No. 92790C 104 | Page 4 of 9 |
| Item 1. | ||
| (a) |
Name of Issuer
Viridian Therapeutics, Inc. | |
| (b) |
Address of Issuer’s Principal Executive Offices
221 Crescent Street, Suite 401, Waltham, MA 02453 | |
| Item 2. | ||
| (a) |
Name of Person Filing
Venrock Opportunities Fund, L.P. Venrock Opportunities Management, LLC | |
| (b) |
Address of Principal Business Office or, if none, Residence
New York Office: Palo Alto Office:
7 Bryant Park & #x202F; 3340 Hillview Avenue 23rd Floor Palo Alto, CA 94304 New York, NY 10018 | |
| (c) |
Citizenship
Both of the Venrock Entities were organized in Delaware. | |
| (d) |
Title of Class of Securities
Common Stock, $0.01 par value per share | |
| (e) |
CUSIP Number
92790C 104 | |
| 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 | ||
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: | |||
| Venrock Opportunities Fund, L.P. | 2,823,921 | (1) | ||
| Venrock Opportunities Management, LLC | 2,823,921 | (1) | ||
| (b) | Percent of class: | |||
| Venrock Opportunities Fund, L.P. | 5.2 | %(2) | ||
| Venrock Opportunities Management, LLC | 5.2 | %(2) | ||
| CUSIP No. 92790C 104 | Page 5 of 9 |
| (c) | Number of shares as to which the person has: | ||||
| (i) | Sole power to vote or to direct the vote: | ||||
| Venrock Opportunities Fund, L.P. | 0 | ||||
| Venrock Opportunities Management, LLC | 0 | ||||
| (ii) | Shared power to vote or to direct the vote: | ||||
| Venrock Opportunities Fund, L.P. | 2,823,921 | (1) | |||
| Venrock Opportunities Management, LLC | 2,823,921 | (1) | |||
| (iii) | Sole power to dispose or to direct the disposition of: | ||||
| Venrock Opportunities Fund, L.P. | 0 | ||||
| Venrock Opportunities Management, LLC | 0 | ||||
| (iv) | Shared power to dispose or to direct the disposition of: | ||||
| Venrock Opportunities Fund, L.P. | 2,823,921 | (1) | |||
| Venrock Opportunities Management, LLC | 2,823,921 | (1) | |||
|
(1) Consists of (i) 1,352,315 shares of common stock held by Venrock Opportunities Fund, L.P. and (ii) 1,471,606 shares of common stock issuable upon conversion of 22,073 shares of Series B preferred stock held by Venrock Opportunities Fund, L.P. Venrock Opportunities Management, LLC is the general partner of Venrock Opportunities Fund, L.P.
(2) This percentage is calculated based upon the sum of (i) 52,586,039 shares of 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) 1,471,606 shares of common stock issuable upon conversion of 22,073 shares of Series B preferred stock. |
||||
| 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 ☐ | ||||
| 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 | ||||
| CUSIP No. 92790C 104 | Page 6 of 9 |
| 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 such purpose or effect. | |
| CUSIP No. 92790C 104 | Page 7 of 9 |
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: December 8, 2023
Venrock Opportunities Fund, L.P.
| By: | Venrock Opportunities Management, LLC | |
| Its: | General Partner | |
| By: | /s/ Sherman G. Souther | |
| Name: Sherman G. Souther | ||
| Its: Authorized Signatory |
Venrock Opportunities Management, LLC
| By: | /s/ Sherman G. Souther | |
| Name: Sherman G. Souther | ||
| Its: Authorized Signatory |
| CUSIP No. 92790C 104 | Page 8 of 9 |
EXHIBITS
| A: | Joint Filing Agreement |
| CUSIP No. 92790C 104 | Page 9 of 9 |
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the common stock of Viridian Therapeutics, Inc. and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.
In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 8th day of December, 2023.
Venrock Opportunities Fund, L.P.
| By: | Venrock Opportunities Management, LLC | |
| Its: | General Partner | |
| By: | /s/ Sherman G. Souther | |
| Name: Sherman G. Souther | ||
| Its: Authorized Signatory |
Venrock Opportunities Management, LLC
| By: | /s/ Sherman G. Souther | |
| Name: Sherman G. Souther | ||
| Its: Authorized Signatory |