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