Form 4 for DNTH Dianthus Therapeutics, Inc. /DE/
Accepted 2024-01-24 00:00:00 ET · period of report 2024-01-22 · accession 0000950170-24-007136 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DI | 2024-01-24 | 2024-01-22 | DNTH | Fairmount Funds Management LLC | Dir, 10% | A - Grant | $12.00 | +834.3K | 2.76M | +43% | +$10.01M |
| DI | 2024-01-24 | 2024-01-22 | DNTH | Fairmount Funds Management LLC | Dir, 10% | A - Grant | $12.00 | +832.3K | 832.3K | New | +$9.99M |
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 | 2024-01-22 | A | A | 834,334 | $12.00 | 2,762,837 | I See footnote | — | — | (F1) 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"). (F2) 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. |
| 2 | Derivative | Pre-Funded Warrants (Right to Buy) | 2024-01-22 | A | A | 832,333 | $12.00 | 832,333 | I See footnote | $0.00 · — to — | 832,333 Common Stock | (F3) 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. (F5) 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. (F4) 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. |