0000950170-24-007136.txt : 20240124
0000950170-24-007136.hdr.sgml : 20240124
20240124190249
ACCESSION NUMBER: 0000950170-24-007136
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240122
FILED AS OF DATE: 20240124
DATE AS OF CHANGE: 20240124
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Harwin Peter Evan
CENTRAL INDEX KEY: 0001663607
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38541
FILM NUMBER: 24558257
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
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38541
FILM NUMBER: 24558258
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
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38541
FILM NUMBER: 24558259
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]
ORGANIZATION NAME: 03 Life Sciences
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
2024-01-22
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
2024-01-22
4
A
false
834334
12.00
A
2762837
I
See footnote
Pre-Funded Warrants (Right to Buy)
0.001
2024-01-22
4
A
false
832333
11.999
A
Common Stock
832333
832333
I
See footnote
Consists of 834,334 shares of common stock purchased by Fairmount Healthcare Fund II LP ("Fund II") from the Issuer in a private placement, which transaction is exempt from Section 16(b) in accordance with Rule 16b-3(d)(1) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Consists of (i) 58,857 shares of common stock held of record by Fairmount Healthcare Fund LP ("Fund I"), (ii) 2,641,834 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 Pre-Funded Warrants to purchase up to 832,333 shares of common stock purchased by Fund II from the Issuer in a private placement, which transaction is exempt from Section 16(b) in accordance with Rule 16b-3(d)(1) promulgated under the Exchange Act.
The Pre-Funded Warrants have no expiration date and are exercisable at any time after the date of issuance. A holder of Pre-Funded Warrants may not exercise the Pre-Funded Warrant if the holder, together with its affiliates, would beneficially own more than 9.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise.
Consists of Pre-Funded Warrants to purchase up to 832,333 shares of common stock held of record by Fund II. Fairmount is the investment manager for Fund II. The general partner of Fairmount is 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.
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
2024-01-24
/s/ Tomas Kiselak
2024-01-24
/s/ Peter Harwin
2024-01-24