SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Meng Lei (Last) (First) (Middle) C/O DIANTHUS THERAPEUTICS, INC. 7 TIMES SQUARE, 43RD FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Dianthus Therapeutics, Inc. /DE/ [ DNTH ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 01/22/2024
	4. 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
	Rule 10b5-1(c) Transaction Indication Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/22/2024		A		1,500,000(1)	A	$12	2,717,554	I	See footnote(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Pre-Funded Warrants (Right to Buy)	$0.001	01/22/2024		A		1,833,333(3)		(4)	(4)	Common Stock	1,833,333	$11.999	1,833,333	I	See footnote(2)

1. Name and Address of Reporting Person* Meng Lei (Last) (First) (Middle) C/O DIANTHUS THERAPEUTICS, INC. 7 TIMES SQUARE, 43RD FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip)

1. Name and Address of Reporting Person* Avidity Partners Management LP (Last) (First) (Middle) 2828 N HARWOOD STREET, SUITE 1220 (Street) DALLAS TX 75201 (City) (State) (Zip)

1. Name and Address of Reporting Person* Gregory Michael David (Last) (First) (Middle) C/O AVIDITY PARTNERS MANAGEMENT LP 2828 N HARWOOD STREET, SUITE 1220 (Street) DALLAS TX 75201 (City) (State) (Zip)

1. Name and Address of Reporting Person* Avidity Partners Management (GP) LLC (Last) (First) (Middle) 2828 N HARWOOD STREET, SUITE 1220 (Street) DALLAS TX 75201 (City) (State) (Zip)

1. Name and Address of Reporting Person* Witzke David Roy (Last) (First) (Middle) C/O AVIDITY PARTNERS MANAGEMENT LP 2828 N HARWOOD STREET, SUITE 1220 (Street) DALLAS TX 75201 (City) (State) (Zip)

Explanation of Responses:

1. Consists of an aggregate of 1,500,000 shares of common stock purchased by clients of Avidity Partners Management LP from the Issuer in a private placement, which transaction is exempt from Section 16(b) in accordance with Rule 16b-3(d)(1) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

2. The reported securities are held by clients of Avidity Partners Management LP and may be deemed to beneficially owned by (i) Avidity Partners Management LP, (ii) Avidity Partners Management (GP) LLC, the general partner of Avidity Partners Management LP and (iii) each of David Witzke and Michael Gregory, the managing members of Avidity Partners Management (GP) LLC. Lei Meng, an employee of Avidity Partners Management LP, is a director of the Issuer. Avidity Partners Management LP, Avidity Partners Management (GP) LLC, Mr. Witzke and Mr. Gregory may be considered directors by deputization due to their affiliation with Ms. Meng. Each Reporting Person disclaims beneficial ownership of these shares except to the extent of its, his or her pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

3. Consists of Pre-Funded Warrants to purchase up to an aggregate of 1,833,333 shares of common stock purchased by clients of Avidity Partners Management LP from the Issuer in a private placement, which transaction is exempt from Section 16(b) in accordance with Rule 16b-3(d)(1) promulgated under the Exchange Act.

4. The Pre-Funded Warrants have no expiration date and are exercisable at any time after the date of issuance. A holder of Pre-Funded Warrants may not exercise the Pre-Funded Warrant if the holder, together with its affiliates, would beneficially own more than 9.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise.

	LEI MENG, /s/ Adam Veness, as attorney-in-fact for Lei Meng	01/24/2024
	AVIDITY PARTNERS MANAGEMENT LP, By: Avidity Partners Management (GP) LLC, its general partner, /s/ David Witzke Managing Member, /s/ Michael Gregory Managing Member	01/24/2024
	AVIDITY PARTNERS MANAGEMENT (GP) LLC, /s/ David Witzke Managing Member, /s/ Michael Gregory Managing Member	01/24/2024
	DAVID WITZKE, /s/ David Witzke	01/24/2024
	MICHAEL GREGORY, /s/ Michael Gregory	01/24/2024
	** 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 4 (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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