Form 4 for DNTH Dianthus Therapeutics, Inc. /DE/

Accepted 2023-09-13 00:00:00 ET · period of report 2023-09-11 · accession 0000950170-23-048022 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
DMI	2023-09-13	2023-09-12+	DNTH	Kiselak Tomas	Dir, 10%	P - Purchase	$11.20	+24.3K	1.83M	+1%	+$271.7K
DI	2023-09-13	2023-09-11	DNTH	Kiselak Tomas	Dir, 10%	A - Grant	$0.00	+6,500	6,500	New	$0

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#	Table	Security	Date	Code	A/D	Shares	Price	Owned after	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Common Stock	2023-09-13	P	A	9,367	$11.76	1,843,833	I See footnote	—	—	(F4) Consists of (i) 281 shares of common stock purchased by Fund I and (ii) 9,086 shares of common stock purchased by Fund II. (F5) 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. (F6) 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.
2	Common	Common Stock	2023-09-12	P	A	14,887	$10.85	1,834,466	I See footnote	—	—	(F1) 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"). (F2) 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. (F3) 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.
3	Derivative	Stock Option (Right to Buy)	2023-09-11	A	A	6,500	$0.00	6,500	I See footnote	$11.20 · — to 2033-09-10	6,500 Common Stock	(F8) 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. (F7) 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.