SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Rhodes Jason P

(Last)

(First)

(Middle)

C/O DYNE THERAPEUTICS, INC.

830 WINTER ST.

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Dyne Therapeutics, Inc. [ DYN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/26/2024		S⁽¹⁾		136,312	D	$23.59⁽²⁾	6,216,250	I	See footnote⁽³⁾
Common Stock	02/26/2024		S⁽¹⁾		64,783	D	$23.98⁽⁴⁾	6,151,467	I	See footnote⁽³⁾
Common Stock	02/26/2024		S⁽⁵⁾		20,205	D	$23.59⁽²⁾	1,564,932	I	See footnote⁽⁶⁾
Common Stock	02/26/2024		S⁽⁵⁾		9,603	D	$23.98⁽⁴⁾	1,555,329	I	See footnote⁽⁶⁾
Common Stock	02/26/2024		S⁽⁷⁾		11,736	D	$23.59⁽²⁾	909,107	I	See footnote⁽⁸⁾
Common Stock	02/26/2024		S⁽⁷⁾		5,580	D	$23.98⁽⁴⁾	903,527	I	See footnote⁽⁸⁾
Common Stock	02/27/2024		S⁽¹⁾		272,923	D	$24.38⁽⁹⁾	5,878,544	I	See footnote⁽³⁾
Common Stock	02/27/2024		S⁽¹⁾		25,779	D	$24.68⁽¹⁰⁾	5,852,765	I	See footnote⁽³⁾
Common Stock	02/27/2024		S⁽⁵⁾		40,455	D	$24.38⁽⁹⁾	1,514,874	I	See footnote⁽⁶⁾
Common Stock	02/27/2024		S⁽⁵⁾		3,821	D	$24.68⁽¹⁰⁾	1,511,053	I	See footnote⁽⁶⁾
Common Stock	02/27/2024		S⁽⁷⁾		23,505	D	$24.38⁽⁹⁾	880,022	I	See footnote⁽⁸⁾
Common Stock	02/27/2024		S⁽⁷⁾		2,216	D	$24.68⁽¹⁰⁾	877,806	I	See footnote⁽⁸⁾
Common Stock	02/28/2024		S⁽¹⁾		152,244	D	$24.83⁽¹¹⁾	5,700,521	I	See footnote⁽³⁾
Common Stock	02/28/2024		S⁽¹⁾		2,430	D	$25.25⁽¹²⁾	5,698,091	I	See footnote⁽³⁾
Common Stock	02/28/2024		S⁽⁵⁾		22,567	D	$24.83⁽¹¹⁾	1,488,486	I	See footnote⁽⁶⁾
Common Stock	02/28/2024		S⁽⁵⁾		360	D	$25.25⁽¹²⁾	1,488,126	I	See footnote⁽⁶⁾
Common Stock	02/28/2024		S⁽⁷⁾		13,109	D	$24.83⁽¹¹⁾	864,697	I	See footnote⁽⁸⁾
Common Stock	02/28/2024		S⁽⁷⁾		210	D	$25.25⁽¹²⁾	864,487	I	See footnote⁽⁸⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by Atlas Venture Fund XI, L.P. on January 10, 2024.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.83 to $23.82 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2), (4), (9), (10), (11) and (12).

3. The shares are held directly by Atlas Venture Fund XI, L.P. ("Atlas Venture Fund XI"). The general partner of Atlas Venture Fund XI is Atlas Venture Associates XI, L.P. ("AVA XI LP"). Atlas Venture Associates XI, LLC ("AVA XI LLC") is the general partner of AVA XI LP. The Reporting Person is a member of AVA XI LLC and disclaims beneficial ownership of such securities held by Atlas Venture Fund XI, except to the extent of his pecuniary interest therein, if any.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.83 to $24.04 inclusive.

5. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by Atlas Venture Opportunity Fund I, L.P. on January 10, 2024.

6. The shares are held directly by Atlas Venture Opportunity Fund I, L.P. ("AVOF I"). The general partner of AVOF I is Atlas Venture Associates Opportunity I, L.P. ("AVAO I LP"). Atlas Venture Associates Opportunity I, LLC ("AVAO I LLC") is the general partner of AVAO I LP. The reporting person is a member of AVAO I LLC and disclaims beneficial ownership of such securities held by AVOF I, except to the extent of his pecuniary interest therein, if any.

7. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by Atlas Venture Opportunity Fund II, L.P. on January 10, 2024.

8. The shares are owned directly by Atlas Venture Opportunity Fund II, L.P. ("AVOF II"). Atlas Venture Associates Opportunity II, LP ("AVAO II LP") is the general partner of AVOF II. Atlas Venture Associates Opportunity II, LLC ("AVAO II LLC") is the general partner of AVAO II LP. The Reporting Person is a member of AVAO II LLC and disclaims Section 16 beneficial ownership of such securities held by AVOF II, except to the extent of his pecuniary interest therein, if any.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.62 to $24.615 inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.62 to $24.76 inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.25 to $25.235 inclusive.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.25 to $25.255 inclusive.

	/s/ Ommer Chohan, Attorney-in-Fact	02/28/2024
	** 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 4 (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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