240.13d-102 Schedule 13G - Information to be included in statements filed
pursuant to 240.13d-1(b), (c), and (d) and amendments thereto
filed pursuant to 240.13d-2.
Securities and Exchange Commission, Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
(Name of Issuer)
Viridian Therapeutics, Inc. (formerly known as Miragen Therapeutics, Inc.)
(Title of Class of Securities)
Common Stock, $0.01 Par Value
(CUSIP Number)
92790C104¹
(Date of Event Which Requires Filing of this Statement)
December 31, 2020
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).
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).
¹Reflects the CUSIP number for the
Common Stock of Viridian Therapeutics, Inc.,
the successor entity to Miragen Therapeutics, Inc.
the successor entity to Miragen Therapeutics, Inc.
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CUSIP No. 92790C104
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(1) Names of reporting persons Point72 Asset Management, L.P.
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(2) Check the appropriate box if a member of a group
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(a)
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(see instructions)
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(b)X
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(3) SEC use only
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(4) Citizenship or place of organization Delaware
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Number of shares beneficially owned by each reporting person with:
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(5) Sole voting power 0
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(6) Shared voting power 426,162 (see Item 4)
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(7) Sole dispositive power 0
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(8) Shared dispositive power 426,162 (see Item 4)
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(9) Aggregate amount beneficially owned by each reporting person
426,162 (see Item 4)
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(10) Check if the aggregate amount in Row (9) excludes certain shares
(see instructions)
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(11) Percent of class represented by amount in Row (9) 10.9% (see Item 4)
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(12) Type of reporting person (see instructions) PN
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CUSIP No. 92790C104
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(1) Names of reporting persons Point72 Capital Advisors, Inc.
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(2) Check the appropriate box if a member of a group
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(a)
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(see instructions)
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(b)X
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(3) SEC use only
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(4) Citizenship or place of organization Delaware
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Number of shares beneficially owned by each reporting person with:
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(5) Sole voting power 0
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(6) Shared voting power 426,162 (see Item 4)
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(7) Sole dispositive power 0
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(8) Shared dispositive power 426,162 (see Item 4)
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(9) Aggregate amount beneficially owned by each reporting person
426,162 (see Item 4)
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(10) Check if the aggregate amount in Row (9) excludes certain shares
(see instructions)
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(11) Percent of class represented by amount in Row (9) 10.9% (see Item 4)
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(12) Type of reporting person (see instructions) CO
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CUSIP No. 92790C104
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(1) Names of reporting persons Steven A. Cohen
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(2) Check the appropriate box if a member of a group
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(a)
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(see instructions)
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(b)X
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(3) SEC use only
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(4) Citizenship or place of organization United States
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Number of shares beneficially owned by each reporting person with:
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(5) Sole voting power 0
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(6) Shared voting power 426,162 (see Item 4)
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(7) Sole dispositive power 0
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(8) Shared dispositive power 426,162 (see Item 4)
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(9) Aggregate amount beneficially owned by each reporting person
426,162 (see Item 4)
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(10) Check if the aggregate amount in Row (9) excludes certain shares
(see instructions)
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(11) Percent of class represented by amount in Row (9) 10.9% (see Item 4)
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(12) Type of reporting person (see instructions) IN
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Item 1(a) Name of issuer:
Viridian Therapeutics, Inc. This amendment serves as an amendment to the Schedule 13G filed
by the reporting persons with the Securities and Exchange Commission on October 29, 2020
with respect to Miragen Therapeutics, Inc.
by the reporting persons with the Securities and Exchange Commission on October 29, 2020
with respect to Miragen Therapeutics, Inc.
Item 1(b) Address of issuer's principal executive offices:
6200 Lookout Road, Boulder, CO 80301
2(a) Name of person filing:
This statement is filed by: (i) Point72 Asset Management, L.P. (“Point72 Asset
Management”) with respect to shares of common stock, par value $0.01 per share
(“Shares”), of the Issuer held by certain investment funds it manages; (ii)
Point72 Capital Advisors, Inc. (“Point72 Capital Advisors Inc.”) with respect
to Shares held by certain investment funds managed by Point72 Asset
Management; and (iii) Steven A. Cohen (“Mr. Cohen”) with respect to Shares
beneficially owned by Point72 Asset Management and Point72 Capital Advisors
Inc.
Management”) with respect to shares of common stock, par value $0.01 per share
(“Shares”), of the Issuer held by certain investment funds it manages; (ii)
Point72 Capital Advisors, Inc. (“Point72 Capital Advisors Inc.”) with respect
to Shares held by certain investment funds managed by Point72 Asset
Management; and (iii) Steven A. Cohen (“Mr. Cohen”) with respect to Shares
beneficially owned by Point72 Asset Management and Point72 Capital Advisors
Inc.
2(b) Address or principal business office or, if none, residence:
The address of the principal business office of Point72 Asset Management,
Point72 Capital Advisors Inc., and Mr. Cohen is 72 Cummings Point Road,
Stamford, CT 06902.
Point72 Capital Advisors Inc., and Mr. Cohen is 72 Cummings Point Road,
Stamford, CT 06902.
2(c) Citizenship:
Point72 Asset Management is a Delaware limited partnership. Point72 Capital Advisors Inc. is a
Delaware corporation. Mr. Cohen is a United States citizen.
Delaware corporation. Mr. Cohen is a United States citizen.
2(d) Title of class of securities:
Common Stock, $0.01 Par Value
2(e) CUSIP Number:
92790C104
Item 3.
Not applicable
Item 4. Ownership
As of the close of business on December 31, 2020:
1. Point72 Asset Management, L.P.
(a) Amount beneficially owned: 426,162
(b) Percent of class: 10.9%
(c) Number of shares as to which the person had:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 426,162
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 426,162
2. Point72 Capital Advisors, Inc.
(a) Amount beneficially owned: 426,162
(b) Percent of class: 10.9%
(c) Number of shares as to which the person had:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 426,162
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 426,162
3. Steven A. Cohen
(a) Amount beneficially owned: 426,162
(b) Percent of class: 10.9%
(c) Number of shares as to which the person had:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 426,162
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 426,162
Point72 Asset Management, Point72 Capital Advisors Inc., and Mr. Cohen own
directly no Shares. Pursuant to an investment management agreement, Point72
Asset Management maintains investment and voting power with respect to the
securities held by certain investment funds it manages. Point72 Capital
Advisors Inc. is the general partner of Point72 Asset Management. Mr. Cohen
controls each of Point72 Asset Management and Point72 Capital Advisors Inc.
As of December 31, 2020, by reason of the provisions of Rule 13d-3 of the Securities Exchange
Act of 1934, as amended, each of Point72 Asset Management, Point72 Capital Advisors
Inc. and Mr. Cohen may be deemed to have beneficially owned 426,162 Shares
(constituting approximately 10.9% of the Shares outstanding). Each of Point72
Asset Management, Point72 Capital Advisors Inc., and Mr. Cohen disclaims
beneficial ownership of any of the securities covered by this statement.
directly no Shares. Pursuant to an investment management agreement, Point72
Asset Management maintains investment and voting power with respect to the
securities held by certain investment funds it manages. Point72 Capital
Advisors Inc. is the general partner of Point72 Asset Management. Mr. Cohen
controls each of Point72 Asset Management and Point72 Capital Advisors Inc.
As of December 31, 2020, by reason of the provisions of Rule 13d-3 of the Securities Exchange
Act of 1934, as amended, each of Point72 Asset Management, Point72 Capital Advisors
Inc. and Mr. Cohen may be deemed to have beneficially owned 426,162 Shares
(constituting approximately 10.9% of the Shares outstanding). Each of Point72
Asset Management, Point72 Capital Advisors Inc., and Mr. Cohen disclaims
beneficial ownership of any of the securities covered by this statement.
The percentages set forth in this Item 4
and in Row 11 of the cover pages for each reporting
person is based on 3,908,158 shares of common stock outstanding as of December 7, 2020, as
reflected in the definitive proxy statement filed by the Issuer with the Securities and Exchange
Commission on December 14, 2020. Based on an updated number of shares outstanding
provided by the Issuer on January 7, 2021, the number of shares reported herein constitutes
beneficial ownership of 9.1% of the Issuer’s Shares outstanding.
person is based on 3,908,158 shares of common stock outstanding as of December 7, 2020, as
reflected in the definitive proxy statement filed by the Issuer with the Securities and Exchange
Commission on December 14, 2020. Based on an updated number of shares outstanding
provided by the Issuer on January 7, 2021, the number of shares reported herein constitutes
beneficial ownership of 9.1% of the Issuer’s Shares outstanding.
Item 5. Ownership of 5 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
5 percent of the class of securities, check the following [].
Item 6. Ownership of More than 5 Percent on Behalf of
Another Person.
Not applicable
Item 7. Identification and Classification of the
Subsidiary Which Acquired
the Security Being Reporting 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. Certifications
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, other than
activities
solely in connection with a nomination under§ 240.14a-11.
solely in connection with a nomination under§ 240.14a-11.
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: February 16, 2021
POINT72 ASSET MANAGEMENT, L.P.
By: /s/ Jason M. Colombo
Name: Jason M. Colombo
Title: Authorized Person
POINT72 CAPITAL ADVISORS, INC.
By: /s/ Jason M. Colombo
Name: Jason M. Colombo
Title: Authorized Person
STEVEN A. COHEN
By: /s/ Jason M. Colombo
Name: Jason M. Colombo
Title: Authorized Person