CUSIP
No. 92790C104 |
SCHEDULE
13G |
Page
2 of 7 |
1 |
NAME
OF REPORTING PERSONS
Commodore
Capital LP |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐ |
3 |
SEC
USE ONLY
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
USA |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE
VOTING POWER
0 |
6 |
SHARED
VOTING POWER
1,371,339* |
7 |
SOLE
DISPOSITIVE POWER
0 |
8 |
SHARED
DISPOSITIVE POWER
1,371,339* |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,371,339* |
10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0%* |
12 |
TYPE
OF REPORTING PERSON
IA |
*See
Item 4 for additional information.
CUSIP
No. 92790C104 |
SCHEDULE
13G |
Page
3 of 7 |
1 |
NAME
OF REPORTING PERSONS
Commodore
Capital Master LP |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐ |
3 |
SEC
USE ONLY
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE
VOTING POWER
0 |
6 |
SHARED
VOTING POWER
1,371,339* |
7 |
SOLE
DISPOSITIVE POWER
0 |
8 |
SHARED
DISPOSITIVE POWER
1,371,339* |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,371,339* |
10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0%* |
12 |
TYPE
OF REPORTING PERSON
OO |
*See
Item 4 for additional information.
CUSIP
No. 92790C104 |
SCHEDULE
13G |
Page
4 of 7 |
Item
1. |
(a)
Name of Issuer |
Viridian
Therapeutics, Inc. (the “Issuer”)
Item
1. |
(b)
Address of Issuer’s Principal Executive Offices |
221
Crescent Street, Suite 401, Waltham, MA 02453
Item
2. |
(a,
b, c) Names of Person Filing, Address of Principal Business Office, Citizenship: |
This
report on Schedule 13G is being filed by Commodore Capital LP, a Delaware limited partnership (the “Firm”) and Commodore
Capital Master LP, a Cayman Islands exempted limited partnership (“Commodore Master”). The address for the Firm and Commodore
Master is: 767 Fifth Avenue, Floor 12, New York, NY 10153.
Item
2. |
(d)
Title of Class of Securities |
Common
Stock, par value $0.01 per share (the “Common Stock”)
92790C104
Item 3. |
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person
filing is a: |
N/A
CUSIP
No. 92790C104 |
SCHEDULE
13G |
Page
5 of 7 |
Item
4. Ownership
As
reported in the cover pages to this report, the ownership information with respect to the Firm is as follows:
(a)
Amount Beneficially Owned: 1,371,339*
(b)
Percent of Class: 5.0%*
(c)
Number of Shares as to which such person has:
(i)
Sole power to vote or to direct the vote: 0
(ii)
Shared power to vote or to direct the vote: 1,371,339*
(iii)
Sole power to dispose or to direct the disposition of: 0
(iv)
Shared power to dispose or to direct the disposition of: 1,371,339*
As
reported in the cover pages to this report, the ownership information with respect to Commodore Master is as follows:
(a)
Amount Beneficially Owned: 1,371,339*
(b)
Percent of Class: 5.0%*
(c)
Number of Shares as to which such person has:
(i)
Sole power to vote or to direct the vote: 0
(ii)
Shared power to vote or to direct the vote: 1,371,339*
(iii)
Sole power to dispose or to direct the disposition of: 0
(iv)
Shared power to dispose or to direct the disposition of: 1,371,339*
*The
Firm is the investment manager to Commodore Master. As of May 9, 2022, the Firm may be deemed to beneficially own an aggregate of 1,371,339
shares of Common Stock of the Issuer. The Firm, as the investment manager to Commodore Master, may be deemed to beneficially own these
securities. Michael Kramarz and Robert Egen Atkinson are the managing partners of the Firm and exercise investment discretion with respect
to these securities. Ownership percentages are based on 27,169,422 shares of Common Stock reported as issued and outstanding in the Issuer’s
Definitive Proxy Statement filed with the Securities and Exchange Commission on April 27, 2022.
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.
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 that purpose or effect.
CUSIP
No. 92790C104 |
SCHEDULE
13G |
Page
7 of 7 |
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: May 19, 2022 |
|
|
|
Commodore Capital LP |
|
|
|
By: |
/s/ Michael Kramarz |
|
|
Michael Kramarz, Managing Partner |
|
|
|
Commodore Capital Master LP |
|
|
|
By: |
/s/ Michael Kramarz |
|
|
Michael Kramarz, Authorized Signatory |
|
Exhibit
1
JOINT
FILING AGREEMENT
The
undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned, and that
all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity
of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of
such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe
that such information is inaccurate.
Dated: May 19, 2022 |
|
|
|
Commodore Capital LP |
|
|
|
By: |
/s/ Michael Kramarz |
|
|
Michael Kramarz, Managing Partner |
|
|
|
Commodore Capital Master LP |
|
|
|
By: |
/s/ Michael Kramarz |
|
|
Michael Kramarz, Authorized Signatory |
|