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Section 1: SC 13G/A (MIRAGEN THERAPEUTICS, INC.)

Converted by EDGARwiz



SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

  

  

SCHEDULE 13G/A

  

  

Under the Securities Exchange Act of 1934

  

(Amendment No. 1)*

  

Miragen Therapeutics, Inc.

(Name of Issuer)

  

Common Stock

(Title of Class of Securities)

  

60463E103

(CUSIP Number)

  

February 13, 2017

(Date of event which requires filing of this statement)

  

  

Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:

  

¨

Rule 13d-1(b)

x

Rule 13d-1(c)

¨

Rule 13d-1(d)

  

(Page 1 of 8 Pages)

  

______________________________

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).



1




  

1

NAMES OF REPORTING PERSONS

 

E. Jeffrey Peierls(1)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

 

5

SOLE VOTING POWER

6

SHARED VOTING POWER

7

SOLE DISPOSITIVE POWER

8

SHARED DISPOSITIVE POWER

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

12

TYPE OF REPORTING PERSON

IN

  

  

  

  

  

  

1 This Schedule 13G is filed by E. Jeffrey Peierls and Brian Eliot Peierls.  E. Jeffrey Peierls may be deemed the beneficial owner of securities held by trusts of which E. Jeffrey Peierls is a fiduciary.  E. Jeffrey Peierls and Brian Eliot Peierls may be deemed to share indirect beneficial ownership of securities held by The Peierls Foundation, Inc.



2





1

NAMES OF REPORTING PERSONS


Brian Eliot Peierls(1)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

SOLE VOTING POWER

6

SHARED VOTING POWER

7

SOLE DISPOSITIVE POWER

8

SHARED DISPOSITIVE POWER

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON  

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

12

TYPE OF REPORTING PERSON

IN

1 This Schedule 13G is filed by E. Jeffrey Peierls and Brian Eliot Peierls.  Brian Eliot Peierls may be deemed the beneficial owner of securities held by trusts of which Brian Eliot Peierls is a fiduciary.  E. Jeffrey Peierls and Brian Eliot Peierls may be deemed to share indirect beneficial ownership of securities held by The Peierls Foundation, Inc.



3






Item 1(a).

NAME OF ISSUER:

  

  

  

The name of the issuer is Miragen Therapeutics, Inc., f/k/a Signal Genetics, Inc. (the " Company ").

  

Item 1(b).

ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

  

  

  

The Company's principal executive offices are located at 6200 Lookout Road, Boulder, Colorado  80301

  

Item 2(a).

NAME OF PERSON FILING:

  

  

This statement is filed by the entities and persons listed below, who are collectively referred to herein as " Reporting Persons ," with respect to the shares of Common Stock (as defined in Item 2(d) below) of the Company:

  

 Reporting Individuals/entities

  

(i)

 E. Jeffrey Peierls.

(ii)

Brian Eliot Peierls

  

Item 2(b).

ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

  

  

The address of Reporting Person E. Jeffrey Peierls is:

  

73 South Holman Way

Golden, CO  80401


The address of Reporting Person Brian Eliot Peierls is:


3017 McCurdy St.

Austin, TX  78723


 

 



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  Item 2(c).

CITIZENSHIP:

  

  

Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

  

Item 2(d).

TITLE OF CLASS OF SECURITIES:

  

  

  

Common Stock (the " Common Stock ")


  

Item 2(e).

CUSIP NUMBER:

  

60463E103  

  

  

Item 3.

IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

  

  

(a)

¨

Broker or dealer registered under Section 15 of the Act,

  

(b)

¨

Bank as defined in Section 3(a)(6) of the Act,

  

(c)

¨

Insurance Company as defined in Section 3(a)(19) of the Act,

  

(d)

¨

Investment Company registered under Section 8 of the Investment Company Act of 1940,

  

(e)

¨

Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940,

  

(f)

¨

Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F),

  

(g)

¨

Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G),

  

(h)

¨

Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,

  

(i)

¨

Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,

  

(j)

¨

A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);

  

(k)

¨

Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

  

  

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution:_________________________

  



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Item 4.

OWNERSHIP:

  

    

 

  

Item 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

  

Reporting Persons’ beneficial ownership is less than 5%.

  

Item 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

  

Not applicable.

  

Item 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

  

Not applicable.

  

Item 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

  

Not applicable.

  

Item 9.

NOTICE OF DISSOLUTION OF GROUP.

  

Not applicable.

  

  

Item 10.

CERTIFICATION.

  

  

Each of the Reporting Persons hereby makes the following certification:

  

  

  

By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.




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SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

DATED: February 22, 2017

  

  

  

  

  

  

  

  

/s/ E. Jeffrey Peierls____________

E. Jeffrey Peierls





/s/ Brian Eliot Peierls____________

Brian Eliot Peierls



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EXHIBIT 1

JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATED: February 22, 2017

  


  

/s/ E. Jeffrey Peierls

E. Jeffrey Peierls




/s/ Brian Eliot Peierls

Brian Eliot Peierls







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