| Item 1. | |
| (a) | Name of issuer:
Viridian Therapeutics, Inc. |
| (b) | Address of issuer's principal executive offices:
221 Crescent Street, Suite 103A, Waltham, MA 02453 |
| Item 2. | |
| (a) | Name of person filing:
This report on Schedule 13G is being filed by Commodore Capital LP, a Delaware limited partnership (the "Firm") and Commodore Capital Master LP, a Cayman Islands exempted limited partnership ("Commodore Master"). The Firm is the investment manager to Commodore Master. As of April 4, 2025, the Firm may be deemed to beneficially own an aggregate of 4,300,000 shares of common stock, $0.01 par value per share (the "Common Stock"), of Viridian Therapeutics, Inc. (the "Issuer"). The Firm, as the investment manager to Commodore Master, may be deemed to beneficially own these securities. Michael Kramarz and Robert Egen Atkinson are the managing partners of the Firm and exercise investment discretion with respect to these securities. Ownership percentages are based on 81,484,950 shares of Common Stock reported as issued and outstanding as of February 20, 2025 in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 3, 2025. |
| (b) | Address or principal business office or, if none, residence:
The address for the Firm and Commodore Master is: 444 Madison Avenue, Floor 35, New York, New York 10022. |
| (c) | Citizenship:
The Firm is a Delaware limited partnership and Commodore Master is a Cayman Islands exempted limited partnership. |
| (d) | Title of class of securities:
Common Stock, $0.01 par value per share |
| (e) | CUSIP No.:
92790C104 |
| 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: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
4,300,000.00 |
| (b) | Percent of class:
5.3 % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
0.00
|
| | (ii) Shared power to vote or to direct the vote:
4,300,000.00
|
| | (iii) Sole power to dispose or to direct the disposition of:
0.00
|
| | (iv) Shared power to dispose or to direct the disposition of:
4,300,00000
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. |
| |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
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Rule 13d-1(c)