| Item 1. | |
| (a) | Name of issuer:
DYNE THERAPEUTICS, INC. |
| (b) | Address of issuer's principal executive offices:
1560 TRAPELO ROAD, WALTHAM, MA, 02451. |
| Item 2. | |
| (a) | Name of person filing:
This Schedule 13G is filed by (i) Atlas Venture Fund XI, L.P., a Delaware limited partnership ("Atlas XI"), (ii) Atlas Venture Associates XI, L.P., a Delaware limited partnership ("AVA XI LP"), (iii) Atlas Venture Associates XI, LLC, a Delaware limited liability company ("AVA XI LLC" and together with Atlas XI and AVA XI LP, the "Fund XI Reporting Persons"), (iv) Atlas Venture Opportunity Fund I, L.P., a Delaware limited partnership ("AVO I"), (v) Atlas Venture Associates Opportunity I, L.P., a Delaware limited partnership ("AVAO LP"), (vi) Atlas Venture Associates Opportunity I, LLC, a Delaware limited liability company ("AVAO LLC" and together with AVO I and AVAO LP, the "Opportunity Fund Reporting Persons"), (vii) Atlas Venture Opportunity Fund II, L.P., a Delaware limited partnership ("AVO II"), (viii) Atlas Venture Associates Opportunity II, L.P., a Delaware limited partnership ("AVAO II LP") and (ix) Atlas Venture Associates Opportunity II, LLC, a Delaware limited liability company ("AVAO II LLC" and together with AVO II and AVAO II LP, the "Opportunity Fund II Reporting Persons" and together with the Fund XI Reporting Persons and Opportunity Fund Reporting Persons, the "Reporting Persons"). |
| (b) | Address or principal business office or, if none, residence:
300 Technology Square, 8th Floor
Cambridge, Massachusetts 02139 |
| (c) | Citizenship:
Each of Atlas XI, AVA XI LP, AVO I, AVAO LP, AVO II and AVAO II LP is a Delaware limited partnership. Each of AVA XI LLC, AVAO LLC and AVAO II LLC is a Delaware limited liability company. |
| (d) | Title of class of securities:
COMMON STOCK, $0.0001 PAR VALUE |
| (e) | CUSIP No.:
26818M108 |
| 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);
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| (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:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Atlas XI is the record owner of 5,697,508 shares of Common Stock. AVA XI LP is the general partner of Atlas XI and AVA XI LLC is the general partner of AVA XI LP. Each of Atlas XI, AVA XI LP and AVA XI LLC has shared voting and dispositive power over the shares held by Atlas XI. As such, each of Atlas XI, AVA XI LP and AVA XI LLC may be deemed to beneficially own the shares held by Atlas XI.
AVA XI LP is the record owner of 15,962 shares of Common Stock. AVA XI LLC is the general partner of AVA XI LP. Each of AVA XI LP and AVA XI LLC has shared voting and dispositive power over the shares held by AVA XI LP. As such, each of AVA XI LP and AVA XI LLC may be deemed to beneficially own the shares held by AVA XI LP.
AVO I is the record owner of 1,458,568 shares of Common Stock. AVAO LP is the general partner of AVO I and AVAO LLC is the general partner of AVAO LP. Each of AVO I, AVAO LP and AVAO LLC has shared voting and dispositive power over the shares held by AVO I. As such, each of AVO I, AVAO LP and AVAO LLC may be deemed to beneficially own the shares held by AVO I.
AVO II is the record owner of 1,958,427 shares of Common Stock. AVAO II LP is the general partner of AVO II and AVAO II LLC is the general partner of AVAO II LP. Each of AVO II, AVAO II LP and AVAO II LLC has shared voting and dispositive power over the shares held by AVO II. As such, each of AVO II, AVAO II LP and AVAO II LLC may be deemed to beneficially own the shares held by AVO II. |
| (b) | Percent of class:
Each of the Fund XI Reporting Persons may be deemed to beneficially own 4.0% of the Issuer's outstanding Common Stock.
Each of the Opportunity Fund Reporting Persons may be deemed to beneficially own 1.0% of the Issuer's outstanding Common Stock.
Each of the Opportunity Fund II Reporting Persons may be deemed to beneficially own 1.4%, of the Issuer's outstanding Common Stock.
These percentages are calculated based upon 142,824,687 outstanding shares of Common Stock of the Issuer as of October 31, 2025, as reported in the Issuer's Form 10-Q, filed with the Securities and Exchange Commission on November 5, 2025.
Collectively, the Reporting Persons beneficially own an aggregate of 9,130,465 shares of Common Stock, which represents 6.4% of the Issuer's outstanding Common Stock. The Fund XI Reporting Persons, Opportunity Fund Reporting Persons and Opportunity Fund II Reporting Persons are under common control and as a result, the Reporting Persons may be deemed to be members of a group. However, the Reporting Persons disclaim such group membership, and this Schedule 13G shall not be deemed an admission that the Reporting Persons are members of a group for purposes of Section 13 or for any other purposes. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
None of the Reporting Persons have the sole power to direct the vote of the Common Stock.
|
| | (ii) Shared power to vote or to direct the vote:
Atlas XI shares power to vote or direct the vote of 5,697,508 shares of Common Stock.
Each of AVA XI LP and AVA XI LLC shares power to vote or direct the vote of 5,713,470 shares of Common Stock.
Each Opportunity Fund Reporting Person shares power to vote or direct the vote of 1,458,568 shares of Common Stock.
Each Opportunity Fund II Reporting Person shares power to vote or direct the vote of 1,958,427 shares of Common Stock.
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| | (iii) Sole power to dispose or to direct the disposition of:
None of the Reporting Persons have the sole power to dispose or to direct the disposition of the Common Stock.
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| | (iv) Shared power to dispose or to direct the disposition of:
Atlas XI shares power to dispose or to direct the disposition of 5,697,508 shares of Common Stock.
Each of AVA XI LP and AVA XI LLC shares power to dispose or to direct the disposition of 5,713,470 shares of Common Stock.
Each Opportunity Fund Reporting Person shares power to dispose or to direct the disposition of 1,458,568 shares of Common Stock.
Each Opportunity Fund II Reporting Person shares power to vote or direct the vote of 1,958,427 shares of Common Stock.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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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. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(d)