SEC Filing - Dianthus Therapeutics

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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^*

RONNEBERG AMY L

(Last)

(First)

(Middle)

C/O MAGENTA THERAPEUTICS, INC

50 HAMPSHIRE STREET

(Street)

CAMBRIDGE

02139

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/20/2018

3. Issuer Name and Ticker or Trading Symbol
Magenta Therapeutics, Inc. [ MGTA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	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)

X	Form filed by One Reporting Person
	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)

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	498,107	⁽¹⁾	I	See Footnote⁽³⁾
Series C Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	95,504	⁽²⁾	I	See Footnote⁽³⁾

Explanation of Responses:

1. Each share of Series B Preferred Stock is convertible into shares of the Issuer's common stock, $0.001 par value per share ("Common Stock"), on a 2.58398:1 basis. Upon the closing of the Issuer's initial public offering, all shares of Series B Preferred Stock will convert into shares of Common Stock of the Issuer. The Series B Preferred Stock has no expiration date.

2. Each share of Series C Preferred Stock is convertible into shares of the Issuer's Common Stock on a 2.58398:1 basis. Upon the closing of the Issuer's initial public offering, all shares of Series C Preferred Stock will convert into shares of Common Stock of the Issuer. The Series C Preferred Stock has no expiration date.

3. The shares are held directly by Be The Match BioTherapies, LLC ("Be the Match"). Ms. Ronneberg is President of Be The Match and disclaims beneficial ownership of such securities, except to the extent of her pecuniary interest therein, if any.

Remarks:

Exhibit 24.1: Power of Attorney

	/s/ Zoran Zdraveski, Attorney-in-Fact for Amy L. Ronneberg	06/20/2018
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

                               Power of Attorney

    Know all by these presents, that the undersigned hereby constitutes and
appoints each of Zoran Zdraveski and Cindy Driscoll, signing singly, and with
full power of substitution, as the undersigned's true and lawful attorney-in-
fact to:

          (1) execute for and on behalf of the undersigned, in the undersigned's
          capacity as an officer and/or director of Magenta Therapeutics, Inc.,
          a Delaware corporation (the "Company"), from time to time the
          following Securities and Exchange Commission (the "SEC") forms: Forms
          3, 4, and 5 in accordance with Section 16(a) of the Securities
          Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
          thereunder;

          (2) do and perform any and all acts for and on behalf of the
          undersigned which may be necessary or desirable to complete and
          execute any such Form 3, 4, or 5, complete and execute any amendment
          or amendments thereto, and timely file such form with the SEC and any
          stock exchange or similar authority; and

          (3) take any other action of any type whatsoever in connection with
          the foregoing which, in the opinion of such attorney-in-fact, may be
          of benefit to, in the best interest of, or legally required by, the
          undersigned, it being understood that the documents executed by such
          attorney-in-fact on behalf of the undersigned pursuant to this Power
          of Attorney shall be in such form and shall contain such terms and
          conditions as such attorney-in-fact may approve in such attorney-in-
          fact's discretion.

    The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming, nor
is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Exchange Act.

    This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact. This Power of Attorney shall expire as to any
individual attorney-in-fact if such attorney-in-fact ceases to be an officer of
the Company. This Power of Attorney may be filed with the SEC as a confirming
statement of the authority granted herein.

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 19 day of June, 2018.

                  /s/Amy Ronneberg
              ---------------------------

Printed Name:    Amy Ronneberg
              ---------------------------