SEC Form SC 13G/A filed by Dyne Therapeutics Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
Dyne Therapeutics, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
26818M108
(CUSIP Number)
December 31, 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)
☐ 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).
Page 1 of 15
CUSIP No. 26818M108
| 1. |
Name of Reporting Persons
MPM BioVentures 2018, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (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
3,216,844 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
3,216,844 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,216,844 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
4.0% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
Page 2 of 15
CUSIP No. 26818M108
| 1. |
Name of Reporting Persons
MPM BioVentures 2018 (B), L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
Germany | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
170,971 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
170,971 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
170,971 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.2% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
Page 3 of 15
CUSIP No. 26818M108
| 1. |
Name of Reporting Persons
MPM Asset Management Investors BV2018 LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (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
63,488 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
63,488 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
63,488 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.1% | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
Page 4 of 15
CUSIP No. 26818M108
| 1. |
Name of Reporting Persons
MPM BioVentures 2018 GP LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (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
3,387,815* | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
3,387,815* | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,387,815* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
4.2% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| * | Consists of 3,216,844 shares held by MPM BioVentures 2018, L.P. (“BV 2018”) and 170,971 shares held by MPM BioVentures 2018(B), L.P. (“BV 2018(B)”). MPM BioVentures 2018 GP LLC (“BV 2018 GP”) and MPM BioVentures 2018 LLC (“BV 2018 LLC”) are the direct and indirect general partners of BV 2018 and BV 2018(B). |
Page 5 of 15
CUSIP No. 26818M108
| 1. |
Name of Reporting Persons
MPM BioVentures 2018 LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (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
3,451,303* | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
3,451,303* | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,451,303* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
4.3% | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| * | Consists of 3,216,844 shares held by BV 2018, 170,971 shares held by BV 2018(B) and 63,488 shares held by MPM Asset Management Investors BV2018 LLC (“AM BV 2018 LLC”). BV 2018 GP and BV 2018 LLC are the direct and indirect general partners of BV 2018 and BV 2018(B). BV 2018 LLC is the manager of AM BV 2018 LLC. |
Page 6 of 15
CUSIP No. 26818M108
| 1. |
Name of Reporting Persons
Luke Evnin | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
3,451,303* | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
3,451,303* | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,451,303* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
4.3% | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| * | Consists of 3,216,844 shares held by BV 2018, 170,971 shares held by BV 2018(B) and 63,488 shares held by AM BV 2018 LLC. The Reporting Person is a managing director of BV 2018 LLC. |
Page 7 of 15
CUSIP No. 26818M108
| 1. |
Name of Reporting Persons
Ansbert Gadicke | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
3,451,303* | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
3,451,303* | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,451,303* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
4.3% | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| * | Consists of 3,216,844 shares held by BV 2018, 170,971 shares held by BV 2018(B) and 63,488 shares held by AM BV 2018 LLC. The Reporting Person is a managing director of BV 2018 LLC. |
Page 8 of 15
CUSIP No. 26818M108
| 1. |
Name of Reporting Persons
Todd Foley | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
3,451,303* | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
3,451,303* | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,451,303* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
4.3% | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| * | Consists of 3,216,844 shares held by BV 2018, 170,971 shares held by BV 2018(B) and 63,488 shares held by AM BV 2018 LLC. The Reporting Person is a managing director of BV 2018 LLC. |
Page 9 of 15
| Item 1. | |
| (a) | Name of Issuer |
Dyne Therapeutics, Inc.
| (b) | Address of Issuer’s Principal Executive Offices |
1560 Trapelo Road
Waltham MA 02451
| Item 2. | |
| (a) | Name of Person Filing |
MPM BioVentures 2018, L.P.
MPM BioVentures 2018(B), L.P.
MPM Asset Management Investors BV2018 LLC
MPM BioVentures 2018 GP LLC
MPM BioVentures 2018 LLC
Luke Evnin
Ansbert Gadicke
Todd Foley
| (b) | Address of Principal Business Office or, if none, Residence |
c/o MPM Capital LLC
399 Boylston Street, Suite 1100
Boston, MA 02116
| (c) | Citizenship |
All entities were organized in Delaware. The individuals are all United States citizens.
| (d) | Title of Class of Securities |
Common Stock
| (e) | CUSIP Number |
26818M108
| 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
Page 10 of 15
| Item 4. | Ownership |
The following ownership information is presented as of February 12, 2024.
| MPM Entity |
Shares Held Directly |
Sole Voting Power |
Shared Voting Power |
Sole Dispositive Power |
Shared Dispositive Power |
Beneficial Ownership |
Percentage of Class(4) |
|||||||||||||||||||||
| BV 2018 |
3,216,844 | 3,216,844 | 0 | 3,216,844 | 0 | 3,216,844 | 4.0 | % | ||||||||||||||||||||
| BV 2018(B) |
170,971 | 170,971 | 0 | 170,971 | 0 | 170,971 | 0.2 | % | ||||||||||||||||||||
| AM BV 2018 LLC |
63,488 | 63,488 | 0 | 63,488 | 0 | 63,488 | 0.1 | % | ||||||||||||||||||||
| BV 2018 GP(1) |
0 | 0 | 3,387,815 | 0 | 3,387,815 | 3,387,815 | 4.2 | % | ||||||||||||||||||||
| BV 2018 LLC(2) |
0 | 0 | 3,451,303 | 0 | 3,451,303 | 3,451,303 | 4.3 | % | ||||||||||||||||||||
| Luke Evnin(3) |
0 | 0 | 3,451,303 | 0 | 3,451,303 | 3,451,303 | 4.3 | % | ||||||||||||||||||||
| Ansbert Gadicke(3) |
0 | 0 | 3,451,303 | 0 | 3,451,303 | 3,451,303 | 4.3 | % | ||||||||||||||||||||
| Todd Foley(3) |
0 | 0 | 3,451,303 | 0 | 3,451,303 | 3,451,303 | 4.3 | % | ||||||||||||||||||||
| (1) | Consists of 3,216,844 shares held by BV 2018 and 170,971 shares held by BV 2018(B). BV 2018 GP and BV 2018 LLC are the direct and indirect general partners of BV 2018 and BV 2018(B). |
| (2) | Consists of 3,216,844 shares held by BV 2018, 170,971 shares held by BV 2018(B) and 63,488 shares held by AM BV2018 LLC. BV 2018 GP and BV 2018 LLC are the direct and indirect general partners of BV 2018 and BV 2018(B). BV 2018 LLC is the manager of AM BV2018 LLC. |
| (3) | Consists of 3,216,844 shares held by BV 2018, 170,971 shares held by BV 2018(B) and 63,488 shares held by AM BV2018 LLC. The Reporting Person is a managing director of BV 2018 LLC. |
| (4) | Percentage ownership is based on 81,106,148 shares outstanding as of January 11, 2024, as disclosed in the Issuer’s prospectus supplement dated January 4, 2024, filed with the Securities and Exchange Commission on January 5, 2024. |
| 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 a Group |
Not Applicable
| Item 10. | Certification |
Not Applicable
Page 11 of 15
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.
Date: February 12, 2024
MPM BIOVENTURES 2018, L.P.
| By: | MPM BioVentures 2018 GP LLC, | |
| its General Partner | ||
| By: | MPM BioVentures 2018 LLC, | |
| Its Managing Member | ||
| By: | /s/ Luke Evnin | |
| Name: | Luke Evnin | |
| Title: | Managing Director | |
| MPM BIOVENTURES 2018 (B), L.P. | ||
| By: | MPM BioVentures 2018 GP LLC, | |
| its General Partner | ||
| By: | MPM BioVentures 2018 LLC, | |
| Its Managing Member | ||
| By: | /s/ Luke Evnin | |
| Name: | Luke Evnin | |
| Title: | Managing Director | |
| MPM ASSET MANAGEMENT INVESTORS BV2018 LLC | ||
| By: | MPM BioVentures 2018 LLC, | |
| Its Manager | ||
| By: | /s/ Luke Evnin | |
| Name: | Luke Evnin | |
| Title: | Managing Director | |
| MPM BIOVENTURES 2018 GP LLC | ||
| By: | MPM BioVentures 2018 LLC, | |
| Its Managing Member | ||
| By: | /s/ Luke Evnin | |
| Name: | Luke Evnin | |
| Title: | Managing Director | |
Page 12 of 15
| MPM BIOVENTURES 2018 LLC | ||
| By: | /s/ Luke Evnin | |
| Name: | Luke Evnin | |
| Title: | Managing Director | |
| By: | /s/ Todd Foley | |
| Name: | Todd Foley | |
| By: | /s/ Luke Evnin | |
| Name: | Luke Evnin | |
| By: | /s/ Ansbert Gadicke | |
| Name: | Ansbert Gadicke | |
EXHIBITS
| A: | Joint Filing Agreement |
Page 13 of 15