Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)*
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Dyne Therapeutics, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 (Title of Class of Securities) |
26818M108 (CUSIP Number) |
03/31/2025 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 26818M108 |
| 1 | Names of Reporting Persons
ForDyne B.V. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
NETHERLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,400,545.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: This percentage is calculated based upon 113,633,782 outstanding shares of Common Stock of the Issuer as of March 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2025.
SCHEDULE 13G
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| CUSIP No. | 26818M108 |
| 1 | Names of Reporting Persons
Forbion Capital Fund IV Cooperatief U.A. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
NETHERLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,036,476.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: This percentage is calculated based upon 113,633,782 outstanding shares of Common Stock of the Issuer as of March 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2025.
SCHEDULE 13G
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| CUSIP No. | 26818M108 |
| 1 | Names of Reporting Persons
Forbion IV Management B.V. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
NETHERLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,036,476.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: This percentage is calculated based upon 113,633,782 outstanding shares of Common Stock of the Issuer as of March 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2025.
SCHEDULE 13G
|
| CUSIP No. | 26818M108 |
| 1 | Names of Reporting Persons
Forbion Growth Opportunities Fund II Cooperatief U.A. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
NETHERLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,426,370.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: This percentage is calculated based upon 113,633,782 outstanding shares of Common Stock of the Issuer as of March 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2025.
SCHEDULE 13G
|
| CUSIP No. | 26818M108 |
| 1 | Names of Reporting Persons
Forbion Growth II Management B.V. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
NETHERLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,426,370.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: This percentage is calculated based upon 113,633,782 outstanding shares of Common Stock of the Issuer as of March 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2025.
SCHEDULE 13G
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| 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 Statement is being filed by ForDyne B.V. ("ForDyne"), Forbion Capital Fund IV Cooperatief U.A. ("Forbion IV COOP"), Forbion IV Management B.V. ("Forbion IV"), the director of Forbion IV COOP, Forbion Growth Opportunities Fund II Cooperatief 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". | |
| (b) | Address or 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. | |
| (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 | |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 | |
| (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);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | In
vestment 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).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
ForDyne directly holds 5,400,545 shares of Common Stock, representing approximately 4.8% 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 62,301 shares of Common Stock, and may be deemed to beneficially own 3,974,175 shares of Common Stock held directly by ForDyne, representing approximately 3.6% of the outstanding Common Stock. Forbion II COOP may be deemed to beneficially own 1,426,370 shares held directly by ForDyne, representing approximately 1.3% 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. | |
| (b) | Percent of class:
See Item 4(a) above. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
N/A | ||
| (ii) Shared power to vote or to direct the vote:
ForDyne B.V. - 5,400,545 shares Forbion IV COOP - 4,036,476 shares Forbion IV - 4,036,476 shares Forbion II COOP - 1,426,370 shares Forbion II - 1,426,370 shares | ||
| (iii) Sole power to dispose or to direct the disposition of:
N/A | ||
| (iv) Shared power to dispose or to direct the disposition of:
ForDyne B.V. - 5,400,545 shares Forbion IV COOP - 4,036,476 shares Forbion IV - 4,036,476 shares Forbion II COOP - 1,426,370 shares Forbion II - 1,426,370 shares | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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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
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member 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
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| Item 10. | Certifications: |
Not Applicable
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| 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.
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