SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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*
Point72 Asset Management, L.P.

(Last) (First) (Middle)
72 CUMMINGS POINT ROAD

(Street)
STAMFORD CT 06902

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/10/2020
3. Issuer Name and Ticker or Trading Symbol
MIRAGEN THERAPEUTICS, INC. [ MGEN ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
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)
Common Stock 426,162(1) I See footnotes(2)(3)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: 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
1. Name and Address of Reporting Person*
Point72 Asset Management, L.P.

(Last) (First) (Middle)
72 CUMMINGS POINT ROAD

(Street)
STAMFORD CT 06902

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Point72 Capital Advisors, Inc.

(Last) (First) (Middle)
72 CUMMINGS POINT ROAD

(Street)
STAMFORD CT 06902

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
COHEN STEVEN A/SAC CAPITAL MGMT LP

(Last) (First) (Middle)
C/O SAC CAPITAL ADVISORS L.P.
72 CUMMINGS POINT ROAD

(Street)
STAMFORD CT 06902

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. After giving effect to a 1-for-15 reverse stock split that occurred on November 12, 2020.
2. Point72 Asset Management L.P. ("Point72 Asset Management"), Point72 Capital Advisors Inc. ("Capital Advisors"), and Mr. Cohen own directly no shares of the Issuer's common stock. Pursuant to an investment management agreement, Point72 Asset Management maintains investment and voting power with respect to the shares of the Issuer's common stock held by certain investment funds it manages (the "Shares"). Capital Advisors is the general partner of Point72 Asset Management. Mr. Cohen is the sole shareholder of Capital Advisors and the owner, indirectly through certain holding companies wholly-owned by Mr. Cohen, of all of the limited partnership interests of Point72 Asset Management. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, each of Point72 Asset Management, Capital Advisors, and Mr. Cohen may be deemed to beneficially own the Shares reported herein.
3. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. This filing shall not be deemed an admission that the Reporting Persons are subject to Section 16 of the Exchange Act, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of any securities reported herein for purposes of Section 16 of the Exchange Act or otherwise.
Point72 Asset Management, L.P. by Jason Colombo, Authorized Person 11/20/2020
Point72 Capital Advisors, Inc. by /s/ Jason Colombo, Authorized Person 11/20/2020
Steven A. Cohen by /s/ Jason Colombo, Authorized Person 11/20/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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