UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

Viridian Therapeutics, Inc.

(Name of Issuer)

 

Common Stock, $0.01 par value per share

(Title of Class of Securities)

 

92790C 104

(CUSIP Number)

 

November 1, 2023

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨ Rule 13d-1(b)
   
x Rule 13d-1(c)
   
¨ Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

  

 

 

 

CUSIP No. 92790C 104 Page 2 of 9

 

1.

Names of Reporting Persons

 

Venrock Opportunities Fund, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a) x (1) (b) ¨

 

3. SEC Use Only
4.

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

 5.

Sole Voting Power

 

0

6.

Shared Voting Power

 

2,823,921 (2)

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

2,823,921 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,823,921 (2)

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
11.

Percent of Class Represented by Amount in Row (9)

 

5.2% (3)

12.

Type of Reporting Person (See Instructions)

 

PN

       
(1)Venrock Opportunities Fund, L.P. and Venrock Opportunities Management, LLC are members of a group for the purposes of this Schedule 13G.

 

(2)Consists of (i) 1,352,315 shares of common stock held by Venrock Opportunities Fund, L.P. and (ii) 1,471,606 shares of common stock issuable upon conversion of 22,073 shares of Series B preferred stock held by Venrock Opportunities Fund, L.P.

 

(3)This percentage is calculated based upon the sum of (i) 52,586,039 shares of common stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2023 and (ii) 1,471,606 shares of common stock issuable upon conversion of 22,073 shares of Series B preferred stock.

 

 

 

 

 

CUSIP No. 92790C 104 Page 3 of 9

 

1.

Names of Reporting Persons

 

Venrock Opportunities Management, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a) x (1) (b) ¨

 

3. SEC Use Only
4.

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

 5.

Sole Voting Power

 

0

6.

Shared Voting Power

 

2,823,921 (2)

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

2,823,921 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,823,921 (2)

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
11.

Percent of Class Represented by Amount in Row (9)

 

5.2% (3)

12.

Type of Reporting Person (See Instructions)

 

OO

       
(1)Venrock Opportunities Fund, L.P. and Venrock Opportunities Management, LLC are members of a group for the purposes of this Schedule 13G.

 

(2)Consists of (i) 1,352,315 shares of common stock held by Venrock Opportunities Fund, L.P. and (ii) 1,471,606 shares of common stock issuable upon conversion of 22,073 shares of Series B preferred stock held by Venrock Opportunities Fund, L.P.

 

(3)This percentage is calculated based upon the sum of (i) 52,586,039 shares of common stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2023 and (ii) 1,471,606 shares of common stock issuable upon conversion of 22,073 shares of Series B preferred stock.

  

 

 

 

CUSIP No. 92790C 104 Page 4 of 9

 

Item 1.
 
  (a)

Name of Issuer

 

Viridian Therapeutics, Inc.

 
  (b)

Address of Issuer’s Principal Executive Offices

 

221 Crescent Street, Suite 401, Waltham, MA 02453

 
Item 2.
 
  (a)

Name of Person Filing

 

Venrock Opportunities Fund, L.P.

Venrock Opportunities Management, LLC

 
  (b)

Address of Principal Business Office or, if none, Residence

 

New York Office:                                Palo Alto Office:

 

7 Bryant Park                                      3340 Hillview Avenue

23rd Floor                                            Palo Alto, CA 94304

New York, NY 10018

 
  (c)

Citizenship

 

Both of the Venrock Entities were organized in Delaware.

 
  (d)

Title of Class of Securities

 

Common Stock, $0.01 par value per share

 
  (e)

CUSIP Number

 

92790C 104

 
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
   
  Not applicable
 
Item 4. Ownership

 

  (a) Amount beneficially owned:  
       
    Venrock Opportunities Fund, L.P. 2,823,921 (1)
    Venrock Opportunities Management, LLC 2,823,921 (1)
     
  (b) Percent of class:  
       
    Venrock Opportunities Fund, L.P. 5.2 %(2)
    Venrock Opportunities Management, LLC 5.2 %(2)

 

 

 

 

CUSIP No. 92790C 104 Page 5 of 9

 

  (c) Number of shares as to which the person has:  
       
    (i) Sole power to vote or to direct the vote:  
         
      Venrock Opportunities Fund, L.P. 0  
      Venrock Opportunities Management, LLC 0  
     
    (ii) Shared power to vote or to direct the vote:  
         
      Venrock Opportunities Fund, L.P. 2,823,921 (1)
      Venrock Opportunities Management, LLC 2,823,921 (1)
   
    (iii) Sole power to dispose or to direct the disposition of:  
         
      Venrock Opportunities Fund, L.P. 0  
      Venrock Opportunities Management, LLC 0  
     
    (iv) Shared power to dispose or to direct the disposition of:  
         
      Venrock Opportunities Fund, L.P. 2,823,921 (1)
      Venrock Opportunities Management, LLC 2,823,921 (1)
   

(1)     Consists of (i) 1,352,315 shares of common stock held by Venrock Opportunities Fund, L.P. and (ii) 1,471,606 shares of common stock issuable upon conversion of 22,073 shares of Series B preferred stock held by Venrock Opportunities Fund, L.P. Venrock Opportunities Management, LLC is the general partner of Venrock Opportunities Fund, L.P.

 

(2)     This percentage is calculated based upon the sum of (i) 52,586,039 shares of common stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2023 and (ii) 1,471,606 shares of common stock issuable upon conversion of 22,073 shares of Series B preferred stock.
 
Item 5. Ownership of Five Percent or Less of a Class
   
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   ☐
 
Item 6. Ownership of More than Five Percent on Behalf of Another Person
   
  Not applicable
 
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
   
  Not applicable
 
Item 8. Identification and Classification of Members of the Group
   
  Not applicable
 
         

 

 

 

 

CUSIP No. 92790C 104 Page 6 of 9

 

Item 9. Notice of Dissolution of Group
   
  Not applicable
 
Item 10. Certification
   
  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.

 

 

 

  

CUSIP No. 92790C 104 Page 7 of 9

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: December 8, 2023

 

Venrock Opportunities Fund, L.P.

 

By: Venrock Opportunities Management, LLC  
Its: General Partner  
     
By: /s/ Sherman G. Souther  
  Name: Sherman G. Souther  
  Its: Authorized Signatory  

  

Venrock Opportunities Management, LLC

 

By: /s/ Sherman G. Souther  
  Name: Sherman G. Souther  
  Its: Authorized Signatory  

 

 

 

 

CUSIP No. 92790C 104 Page 8 of 9

 

EXHIBITS

 

A: Joint Filing Agreement

 

 

 

  

CUSIP No. 92790C 104 Page 9 of 9

 

EXHIBIT A

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the common stock of Viridian Therapeutics, Inc. and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.

 

In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 8th day of December, 2023.

 

Venrock Opportunities Fund, L.P.

 

By: Venrock Opportunities Management, LLC  
Its: General Partner  
     
By: /s/ Sherman G. Souther  
  Name: Sherman G. Souther  
  Its: Authorized Signatory  

 

Venrock Opportunities Management, LLC

 

By: /s/ Sherman G. Souther  
  Name: Sherman G. Souther  
  Its: Authorized Signatory  

  

 

 

 

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