Vida Ventures II Form 4 Change in insider ownership

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

VV Manager II, LLC

(Last)

(First)

(Middle)

40 BROAD STREET, SUITE 201

(Street)

BOSTON

02109

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Dyne Therapeutics, Inc. [ DYN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/21/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/21/2020		C		2,087,130	A	⁽¹⁾	2,087,130	I	See footnotes⁽²⁾⁽³⁾
Common Stock	09/21/2020		P		792,995	A	$19	2,880,125	I	See footnotes⁽²⁾⁽³⁾
Common Stock	09/21/2020		C		57,916	A	⁽¹⁾	57,916	I	See footnote⁽⁴⁾
Common Stock	09/21/2020		P		22,005	A	$19	79,921	I	See footnote⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Preferred Stock	⁽¹⁾	09/21/2020		C			6,922,803	⁽¹⁾	⁽¹⁾	Common Stock	2,087,130	$0.00	0	I	See footnotes⁽²⁾⁽³⁾
Series B Preferred Stock	⁽¹⁾	09/21/2020		C			192,102	⁽¹⁾	⁽¹⁾	Common Stock	57,916	$0.00	0	I	See footnote⁽⁴⁾

1. Name and Address of Reporting Person^*

VV Manager II, LLC

(Last)

(First)

(Middle)

40 BROAD STREET, SUITE 201

(Street)

BOSTON

02109

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Vida Ventures II, LLC

(Last)

(First)

(Middle)

40 BROAD STREET, SUITE 201

(Street)

BOSTON

02109

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

VIDA VENTURES II-A, LLC

(Last)

(First)

(Middle)

40 BROAD STREET, SUITE 201

(Street)

BOSTON

02109

(City)

(State)

(Zip)

Explanation of Responses:

1. On September 21, 2020, the Series B Preferred Stock automatically converted into Common Stock on a 3.3169-for-one basis without payment of further consideration upon closing of the initial public offering of the Issuer's common stock. The shares had no expiration date.

2. The shares are held directly by Vida Ventures II, LLC ("Vida II"). VV Manager II, LLC ("VV Manager II") is the manager of Vida II. Arie Belldegrun, Fred Cohen, and Leonard Potter are the members of the management committee of VV Manager II (the "Management Committee") and Stefan Vitorovic, Arjun Goyal, Helen Kim, Rajul Jain, and Joshua Kazam are the members of the investment committee of VV Manager II (the "Investment Committee").

3. (Continued from Footnote 2) Each of the Management Committee, the Investment Committee and the respective members thereof may be deemed to share voting and dispositive power over the shares held by Vida II. VV Manager II, the Management Committee, the Investment Committee and each member of each of the Management Committee and Investment Committee disclaims beneficial ownership over the securities held of record by Vida II and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interest therein.

4. The shares are held directly by Vida Ventures II-A, LLC ("Vida II-A"). VV Manager II is the manager of Vida II-A. Each of the Management Committee ,the Investment Committee and the respective members thereof may be deemed to share voting and dispositive power over the shares held by Vida II-A. VV Manager II, the Management Committee, the Investment Committee and each member of each of the Management Committee and Investment Committee disclaims beneficial ownership over the securities held of record by Vida II-A and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interest therein.

Remarks:

	Vida Ventures II, LLC By: VV Manager II, LLC, its Manager, By: /s/ Stefan Vitorovic, its Managing Director	09/23/2020
	Vida Ventures II-A, LLC By: VV Manager II, LLC, its Manager, By: /s/ Stefan Vitorovic, its Managing Director	09/23/2020
	VV Manager II, LLC, By: /s/ Stefan Vitorovic, its Managing Director	09/23/2020
	** Signature of Reporting Person	Date
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Vida Ventures II Form 4Change in insider ownership