0000950170-24-007130.txt : 20240124 0000950170-24-007130.hdr.sgml : 20240124 20240124185526 ACCESSION NUMBER: 0000950170-24-007130 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: Meng Lei CENTRAL INDEX KEY: 0001992281 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38541 FILM NUMBER: 24558223 MAIL ADDRESS: STREET 1: 7 TIMES SQUARE STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Avidity Partners Management LP CENTRAL INDEX KEY: 0001791827 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: 24558222 BUSINESS ADDRESS: STREET 1: 2828 N HARWOOD STREET STREET 2: SUITE 1220 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-550-1822 MAIL ADDRESS: STREET 1: 2828 N HARWOOD STREET STREET 2: SUITE 1220 CITY: DALLAS STATE: TX ZIP: 75201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Witzke David Roy CENTRAL INDEX KEY: 0001994125 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38541 FILM NUMBER: 24558219 MAIL ADDRESS: STREET 1: 2828 N HARWOOD STREET STREET 2: SUITE 1220 CITY: DALLAS STATE: TX ZIP: 75201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Avidity Partners Management (GP) LLC CENTRAL INDEX KEY: 0001993910 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: 24558220 BUSINESS ADDRESS: STREET 1: 2828 N HARWOOD STREET STREET 2: SUITE 1220 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-550-1822 MAIL ADDRESS: STREET 1: 2828 N HARWOOD STREET STREET 2: SUITE 1220 CITY: DALLAS STATE: TX ZIP: 75201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gregory Michael David CENTRAL INDEX KEY: 0001993963 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38541 FILM NUMBER: 24558221 MAIL ADDRESS: STREET 1: 2828 N HARWOOD STREET STREET 2: SUITE 1220 CITY: DALLAS STATE: TX ZIP: 75201 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 0001992281 Meng Lei C/O DIANTHUS THERAPEUTICS, INC. 7 TIMES SQUARE, 43RD FLOOR NEW YORK NY 10036 true false false false 0001791827 Avidity Partners Management LP 2828 N HARWOOD STREET, SUITE 1220 DALLAS TX 75201 true false false false 0001993963 Gregory Michael David C/O AVIDITY PARTNERS MANAGEMENT LP 2828 N HARWOOD STREET, SUITE 1220 DALLAS TX 75201 true false false false 0001993910 Avidity Partners Management (GP) LLC 2828 N HARWOOD STREET, SUITE 1220 DALLAS TX 75201 true false false false 0001994125 Witzke David Roy C/O AVIDITY PARTNERS MANAGEMENT LP 2828 N HARWOOD STREET, SUITE 1220 DALLAS TX 75201 true false false false false Common Stock 2024-01-22 4 A false 1500000 12.00 A 2717554 I See footnote Pre-Funded Warrants (Right to Buy) 0.001 2024-01-22 4 A false 1833333 11.999 A Common Stock 1833333 1833333 I See footnote Consists of an aggregate of 1,500,000 shares of common stock purchased by clients of Avidity Partners Management LP 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"). The reported securities are held by clients of Avidity Partners Management LP and may be deemed to beneficially owned by (i) Avidity Partners Management LP, (ii) Avidity Partners Management (GP) LLC, the general partner of Avidity Partners Management LP and (iii) each of David Witzke and Michael Gregory, the managing members of Avidity Partners Management (GP) LLC. Lei Meng, an employee of Avidity Partners Management LP, is a director of the Issuer. Avidity Partners Management LP, Avidity Partners Management (GP) LLC, Mr. Witzke and Mr. Gregory may be considered directors by deputization due to their affiliation with Ms. Meng. Each Reporting Person disclaims beneficial ownership of these shares except to the extent of its, his or her pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Consists of Pre-Funded Warrants to purchase up to an aggregate of 1,833,333 shares of common stock purchased by clients of Avidity Partners Management LP 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. LEI MENG, /s/ Adam Veness, as attorney-in-fact for Lei Meng 2024-01-24 AVIDITY PARTNERS MANAGEMENT LP, By: Avidity Partners Management (GP) LLC, its general partner, /s/ David Witzke Managing Member, /s/ Michael Gregory Managing Member 2024-01-24 AVIDITY PARTNERS MANAGEMENT (GP) LLC, /s/ David Witzke Managing Member, /s/ Michael Gregory Managing Member 2024-01-24 DAVID WITZKE, /s/ David Witzke 2024-01-24 MICHAEL GREGORY, /s/ Michael Gregory 2024-01-24