0000950170-23-048022.txt : 20230913 0000950170-23-048022.hdr.sgml : 20230913 20230913211754 ACCESSION NUMBER: 0000950170-23-048022 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230911 FILED AS OF DATE: 20230913 DATE AS OF CHANGE: 20230913 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Harwin Peter Evan CENTRAL INDEX KEY: 0001663607 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38541 FILM NUMBER: 231253916 MAIL ADDRESS: STREET 1: 2001 MARKET STREET STREET 2: SUITE 2500 CITY: PHILADELPHIA STATE: PA ZIP: 19103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kiselak Tomas CENTRAL INDEX KEY: 0001830177 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38541 FILM NUMBER: 231253917 MAIL ADDRESS: STREET 1: 2001 MARKET STREET, SUITE 2500 CITY: PHILADELPHIA STATE: PA ZIP: 19103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fairmount Funds Management LLC CENTRAL INDEX KEY: 0001802528 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38541 FILM NUMBER: 231253918 BUSINESS ADDRESS: STREET 1: 200 BARR HARBOR DRIVE STREET 2: SUITE 400 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428 BUSINESS PHONE: 267-262-5300 MAIL ADDRESS: STREET 1: 200 BARR HARBOR DRIVE STREET 2: SUITE 400 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Dianthus Therapeutics, Inc. /DE/ CENTRAL INDEX KEY: 0001690585 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 300 TECHNOLOGY SQUARE STREET 2: 8TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 857-201-2700 MAIL ADDRESS: STREET 1: 300 TECHNOLOGY SQUARE STREET 2: 8TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02139 FORMER COMPANY: FORMER CONFORMED NAME: Magenta Therapeutics, Inc. DATE OF NAME CHANGE: 20161121 4 1 ownership.xml 4 X0508 4 2023-09-11 0001690585 Dianthus Therapeutics, Inc. /DE/ DNTH 0001802528 Fairmount Funds Management LLC 200 BARR HARBOR DRIVE, SUITE 400 WEST CONSHOHOCKEN PA 19428 true false true false 0001830177 Kiselak Tomas 200 BARR HARBOR DRIVE, SUITE 400 WEST CONSHOHOCKEN PA 19428 true false true false 0001663607 Harwin Peter Evan 200 BARR HARBOR DRIVE, SUITE 400 WEST CONSHOHOCKEN PA 19428 true false true false false Common Stock 2023-09-12 4 P false 14887 10.85 A 1834466 I See footnote Common Stock 2023-09-13 4 P false 9367 11.76 A 1843833 I See footnote Stock Option (Right to Buy) 11.20 2023-09-11 4 A false 6500 0 A 2033-09-10 Common Stock 6500 6500 I See footnote Consists of (i) 447 shares of common stock purchased by Fairmount Healthcare Fund LP ("Fund I") and (ii) 14,440 shares of common stock purchased by Fairmount Healthcare Fund II LP ("Fund II"). This transaction was executed in multiple trades at prices ranging from $10.415 to $11.00. The price reported above reflects the weighted average purchase price. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected. Consists of (i) 58,576 shares of common stock held of record by Fund I, (ii) 1,713,744 shares of common stock held of record by Fund II and (iii) 62,146 shares of common stock held of record by Fairmount SPV III, LLC. Fairmount Funds Management LLC ("Fairmount") is the investment manager for Fund I and Fund II and is the Class A Member for Fairmount SPV III, LLC. The general partner of Fairmount is Fairmount Funds Management GP LLC ("Fairmount GP"), of which Peter Harwin and Tomas Kiselak are the managing members. Fairmount, Fairmount GP, Mr. Harwin, and Mr. Kiselak disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein. Consists of (i) 281 shares of common stock purchased by Fund I and (ii) 9,086 shares of common stock purchased by Fund II. This transaction was executed in multiple trades at prices ranging from $10.90 to $12.50 The price reported above reflects the weighted average purchase price. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected. Consists of (i) 58,857 shares of common stock held of record by Fund I, (ii) 1,722,830 shares of common stock held of record by Fund II and (iii) 62,146 shares of common stock held of record by Fairmount SPV III, LLC. This option represents a right to purchase a total of 6,500 shares of the Issuer's common stock, which will vest in full on the date that is the earlier of (i) the Issuer's 2024 Annual Meeting of Stockholders and (ii) September 11, 2024, subject to the Reporting Person's continued service to the Issuer. Under Mr. Kiselak's arrangement with Fairmount Funds Management LLC (the "Adviser"), Mr. Kiselak holds the option for one or more investment vehicles managed by the Adviser (each, a "Fairmount Fund"). Mr. Kiselak is obligated to turn over to the Adviser any net cash or stock received from the option for the benefit of such Fairmount Fund. Mr. Kiselak therefore disclaims beneficial ownership of the option and underlying common stock. Fairmount, Fund I, Fund II and Fairmount SPV III, LLC may each be deemed a director by deputization of the Issuer by virtue of the fact that Tomas Kiselak serves on the board of directors of the Issuer and is a Managing Member of Fairmount. /s/ Tomas Kiselak, Managing Member of Fairmount Funds Management LLC 2023-09-13 /s/ Tomas Kiselak 2023-09-13 /s/ Peter Harwin 2023-09-13