Initial Statement of Beneficial Ownership (3)
December 18 2019 - 6:08PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
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3235-0104
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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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1. Name and Address of Reporting Person
*
Escolar Diana |
2. Date of Event Requiring Statement (MM/DD/YYYY)
12/10/2019
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3. Issuer Name and Ticker or Trading Symbol
MIRAGEN THERAPEUTICS, INC. [MGEN]
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(Last)
(First)
(Middle)
C/O MIRAGEN THERAPEUTICS, INC., 6200 LOOKOUT ROAD |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner
___X___ Officer (give title below) _____ Other (specify below)
Chief Medical Officer / |
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(Street)
BOULDER, CO 80301
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4) | 2. Amount of Securities Beneficially Owned
(Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) | 4. Nature of Indirect Beneficial Ownership
(Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4) | 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) | 6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Stock Option (right to buy) | (1) | 1/14/2028 | Common Stock | 40000 | $8.91 | D | |
| Stock Option (right to buy) | (2) | 2/5/2029 | Common Stock | 25000 | $2.96 | D | |
| Explanation of Responses: |
| (1) | Grant to the Reporting Person of a stock option under the Issuer's 2016 Equity Incentive Plan (the "Plan"). 25% of the shares vested on January 15, 2019 and the remaining 75% of the shares will vest in equal monthly installments thereafter over 36 months, such that the stock option shall be fully vested on the four-year anniversary of the date of grant, provided that at the relevant vesting dates the Reporting Person's continuous service to the Issuer has not been terminated as defined in and as determined under the Plan. The option expires ten years after the date of grant. |
| (2) | Grant to the Reporting Person of a stock option under the Plan. 6.25% of the shares vested on May 7, 2019 and the remaining 93.75% of the shares will vest in equal monthly installments thereafter over 45 months, such that the stock option shall be fully vested on the four-year anniversary of the date of grant, provided that at the relevant vesting dates the Reporting Person's continuous service to the Issuer has not been terminated as defined in and as determined under the Plan. The option expires ten years after the date of grant. |
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Escolar Diana
C/O MIRAGEN THERAPEUTICS, INC.
6200 LOOKOUT ROAD
BOULDER, CO 80301 |
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| Chief Medical Officer |
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Signatures
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| /s/ Diana Escolar | | 12/18/2019 |
| **Signature of Reporting Person | Date |
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