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