Form SC 13G/A - Statement of Beneficial Ownership by Certain Investors: [Amend]

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

Dyne Therapeutics, Inc.

(Name of Issuer)

Common Stock, par value $0.0001

(Title of Class of Securities)

26818M108

(CUSIP Number)

SEPTEMBER 30, 2024

(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)

 

☐	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).

 

 

 

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CUSIP No. 76029N106		13G		Page 2 of 9 Pages

 

1.		NAMES OF REPORTING PERSONS  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)    ForDyne B.V.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) ☐  (b) ☒
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION    The Netherlands

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5.		SOLE VOTING POWER    0
				6.		SHARED VOTING POWER    5,795,364
				7.		SOLE DISPOSITIVE POWER  0
				8.		SHARED DISPOSITIVE POWER    5,795,364

9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    5,795,364
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9    5.8% (1)
12.		TYPE OF REPORTING PERSON    OO

 

1	This percentage is calculated based upon 100,400,798 outstanding shares of Common Stock of the Issuer, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 12, 2024.

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CUSIP No. 76029N106		13G		Page 3 of 9 Pages

 

1.		NAMES OF REPORTING PERSONS  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)    Forbion Capital Fund IV Coöperatief U.A.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) ☐  (b) ☒
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION    The Netherlands

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5.		SOLE VOTING POWER    0
				6.		SHARED VOTING POWER    4,525,498
				7.		SOLE DISPOSITIVE POWER  0
				8.		SHARED DISPOSITIVE POWER    4,525,498

9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    4,525,498
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9    4.7% (2)
12.		TYPE OF REPORTING PERSON    OO

 

2	This percentage is calculated based upon 100,400,798 outstanding shares of Common Stock of the Issuer, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 12, 2024.

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CUSIP No. 76029N106		13G		Page 4 of 9 Pages

 

1.		NAMES OF REPORTING PERSONS  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)    Forbion IV Management B.V.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) ☐  (b) ☒
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION    The Netherlands

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5.		SOLE VOTING POWER    0
				6.		SHARED VOTING POWER    4,525,498
				7.		SOLE DISPOSITIVE POWER  0
				8.		SHARED DISPOSITIVE POWER    4,525,498

9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    4,525,498
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9    4.7% (3)
12.		TYPE OF REPORTING PERSON    OO

 

3	This percentage is calculated based upon 100,400,798 outstanding shares of Common Stock of the Issuer, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 12, 2024.

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CUSIP No. 76029N106		13G		Page 5 of 9 Pages

 

1.		NAMES OF REPORTING PERSONS  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)    Forbion Capital Fund II Coöperatief U.A.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) ☐  (b) ☒
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION    The Netherlands

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5.		SOLE VOTING POWER    0
				6.		SHARED VOTING POWER    1,428,571
				7.		SOLE DISPOSITIVE POWER  0
				8.		SHARED DISPOSITIVE POWER    1,428,571

9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    1,428,571
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9    1.4% (4)
12.		TYPE OF REPORTING PERSON    OO

 

4	This percentage is calculated based upon 100,400,798 outstanding shares of Common Stock of the Issuer, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 12, 2024.

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CUSIP No. 76029N106		13G		Page 6 of 9 Pages

 

1.		NAMES OF REPORTING PERSONS  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)    Forbion II Management B.V.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) ☐  (b) ☒
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION    The Netherlands

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5.		SOLE VOTING POWER    0
				6.		SHARED VOTING POWER    1,428,571
				7.		SOLE DISPOSITIVE POWER  0
				8.		SHARED DISPOSITIVE POWER    1,428,571

9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    1,428,571
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9    1.4% (5)
12.		TYPE OF REPORTING PERSON    OO

 

5	This percentage is calculated based upon 100,400,798 outstanding shares of Common Stock of the Issuer, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 12, 2024.

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CUSIP No. 76029N106		13G		Page 7 of 9 Pages

 

Item 1(a).

Name of Issuer:

Dyne Therapeutics, Inc.

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

1560 Trapelo Road, Waltham, MA 02451

 

Item 2(a).

Name of Person Filing:

This Statement is being filed by ForDyne B.V. (“ForDyne”), Forbion Capital Fund IV Coöperatief U.A. (“Forbion IV COOP”), Forbion IV Management B.V. (“Forbion IV”), the director of Forbion IV COOP, Forbion Growth Opportunities Fund II Coöperatief U.A. (“Forbion II COOP”) and Forbion Growth II Management B.V. (“Forbion II”), the director of Forbion II COOP. ForDyne is a joint investment vehicle wholly owned by Forbion IV COOP and Forbion II COOP, but does not exercise voting or dispositive power over the shares held on behalf of Forbion IV COOP and Forbion II COOP. The foregoing entities are sometimes referred to collectively herein as the “Reporting Persons”.

 

Item 2(b).

Address of Principal Business Office or, if None, Residence:

The address of the principal business and principal office of each of the Reporting Persons is c/o Forbion Capital Partners, Gooimeer 2-35, 1411 DC Naarden, The Netherlands.

 

Item 2(c).

Citizenship:

ForDyne B.V. – The Netherlands

Forbion IV COOP – The Netherlands

Forbion IV – The Netherlands

Forbion II COOP – The Netherlands

Forbion II – The Netherlands

 

Item 2(d).

Title of Class of Securities:

Common Stock, par value $0.0001 per share

 

Item	2(e). CUSIP Number: 26818M108

 

Item 3.

 

Item 4.

Ownership.

 

(a)-(b)		Amount beneficially owned, Percent of class: ForDyne directly holds 5,795,364 shares of Common Stock, representing approximately 5.8% of the outstanding Common Stock. ForDyne is a joint investment vehicle wholly owned by Forbion IV COOP and Forbion II COOP, but does not exercise voting or dispositive power over the shares held on behalf of Forbion IV COOP and Forbion II COOP. Forbion IV COOP directly holds 158,705 shares of Common

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CUSIP No. 76029N106		13G		Page 8 of 9 Pages

 

		Stock, and may be deemed to beneficially own 4,366,793 shares of Common Stock held directly by ForDyne, representing approximately 4.7% of the outstanding Common Stock. Forbion II COOP may be deemed to beneficially own 1,428,571 shares are held directly by ForDyne, representing approximately 1.4% of the outstanding Common Stock. Forbion IV, the director of Forbion IV COOP, may be deemed to have voting and investment power over the shares beneficially owned by Forbion IV COOP. Forbion II, the director of Forbion II COOP, may be deemed to have voting and investment power over the shares beneficially owned by Forbion II COOP.

 

(c)

Number of shares as to which such person has:

 

Reporting Person		Sole Voting Power				Shared Voting Power				Sole Dispositive Power				Shared Dispositive Power
ForDyne			0				5,795,364				0				5,795,364
Forbion IV COOP			0				4,525,498				0				4,525,498
Forbion IV			0				4,525,498				0				4,525,498
Forbion II COOP			0				1,428,571				0				1,428,571
Forbion II			0				1,428,571				0				1,428,571

 

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

 

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.

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Reporting Persons disclaim membership in a group and this report shall not be deemed an admission by any of the Reporting Persons that they are or may be members of a “group” for purposes of Rule 13d-5 or for any other purpose.

 

Item 9.

Notice of Dissolution of Group.

Not applicable.

 

Item	10. Certification.

Not applicable .

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CUSIP No. 76029N106		13G		Page 9 of 9 Pages

 

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.

Date: November 14, 2024

 

FORDYNE B.V.
By: Forbion International Management B.V., its director
By:		/s/ V. van Houten /s/ H.A. Slootweg
		Name: V. van Houten and H.A. Slootweg
		Title: Directors
FORBION CAPITAL FUND IV COÖPERATIEF U.A.
By:		Forbion IV Management B.V., its director
By:		FCPM III Services B.V., its director
By:		/s/ V. van Houten /s/ H.A. Slootweg
		Name: V. van Houten and H.A. Slootweg
		Title: Directors
FORBION IV MANAGEMENT B.V.
By:		FCPM III Services B.V., its director
By:		/s/ V. van Houten /s/ H.A. Slootweg
		Name: V. van Houten and H.A. Slootweg
		Title: Directors
FORBION CAPITAL FUND II COÖPERATIEF U.A.
By:		Forbion II Management B.V., its director
By:		FCPM III Services B.V., its director
By:		/s/ V. van Houten /s/ H.A. Slootweg
		Name: V. van Houten and H.A. Slootweg
		Title: Directors
FORBION II MANAGEMENT B.V.
By:		FCPM III Services B.V., its director
By:		/s/ V. van Houten /s/ H.A. Slootweg
		Name: V. van Houten and H.A. Slootweg
		Title: Directors

 

EXHIBIT 99.1

JOINT FILING AGREEMENT

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

EXECUTED as of this 14^th day of November, 2024.

 

FORDYNE B.V.
By: Forbion International Management B.V., its director
By:		/s/ V. van Houten /s/ H.A. Slootweg
		Name: V. van Houten and H.A. Slootweg
		Title: Directors
FORBION CAPITAL FUND IV COÖPERATIEF U.A.
By:		Forbion IV Management B.V., its director
By:		FCPM III Services B.V., its director
By:		/s/ V. van Houten /s/ H.A. Slootweg
		Name: V. van Houten and H.A. Slootweg
		Title: Directors
FORBION IV MANAGEMENT B.V.
By:		FCPM III Services B.V., its director
By:		/s/ V. van Houten /s/ H.A. Slootweg
		Name: V. van Houten and H.A. Slootweg
		Title: Directors
FORBION CAPITAL FUND II COÖPERATIEF U.A.
By:		Forbion II Management B.V., its director
By:		FCPM III Services B.V., its director
By:		/s/ V. van Houten /s/ H.A. Slootweg
		Name: V. van Houten and H.A. Slootweg
		Title: Directors
FORBION II MANAGEMENT B.V.
By:		FCPM III Services B.V., its director
By:		/s/ V. van Houten /s/ H.A. Slootweg
		Name: V. van Houten and H.A. Slootweg
		Title: Directors

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