General statement of acquisition of beneficial ownership



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SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549






SCHEDULE 13D






Under the Securities Exchange Act of 1934


(Amendment No.   )*







Cyclerion Therapeutics, Inc.





(Name of Issuer)






Common Stock, no par value


(Title of Class of Securities)







23255M105





(CUSIP Number)






Peter M. Hecht


c/o Cyclerion Therapeutics, Inc.


245 First Street, 18th Floor


Cambridge, MA 02142


(857) 327-8778






Copies to:






Gary J. Simon


Hughes Hubbard & Reed LLP


One Battery Park Plaza


New York, New York 10004


(212) 837-6000










(Name, Address and
Telephone Number of Person Authorized to


Receive Notices and Communications)







May 4, 2021





(Date of Event which
Requires Filing of this Statement)






If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box: ☐







Note

. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §
240.13d-7 for other parties to whom copies are to be sent.






* 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 disclosures provided in a prior cover page.






The information required on 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).
















2













CUSIP No. 23255M105






13D


























































































































































































































1



NAMES OF REPORTING PERSONS









Peter M. Hecht















2



CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP



(a)








(b)













3



SEC USE ONLY
























4



SOURCE OF FUNDS (SEE INSTRUCTIONS)









PF, OO















5



CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)























6



CITIZENSHIP OR PLACE OF ORGANIZATION









United States of America















NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH



7



SOLE VOTING POWER









2,773,498















8



SHARED VOTING POWER








0
















9



SOLE DISPOSITIVE POWER









2,773,498















10



SHARED DISPOSITIVE POWER








0
















11



AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON









2,773,498















12



CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)























13



PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)










7.8

%

1
















14



TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)








IN


























1

Calculated based on the sum of (i)

34,134,466

shares of Common Stock (as defined below) outstanding as of April 27, 2021, as reported in the Quarterly Report on Form 10-Q (the “Form 10-Q”)
filed by the Issuer (as defined below) with the Securities and Exchange Commission (the “SEC”) on April 30, 2021, and (ii)

1,548,970 shares of Common Stock that Dr. Hecht has the right to acquire upon the
exercise of stock options which are currently exercisable or will first become exercisable within 60 days of the date hereof

.












3









Item 1.


Security and Issuer








This statement on Schedule 13D (this “Statement”) relates to shares of common stock, no par value (the “Common Stock”), of Cyclerion Therapeutics, Inc., a Massachusetts corporation (the “Issuer”). The address of
the principal executive offices of the Issuer is 245 First Street, 18th Floor, Cambridge, MA 02142.












Item 2.


Identity and Background







(a) This Statement is being filed by Peter M. Hecht, Ph.D.






(b) The business address for Dr. Hecht is c/o Cyclerion Therapeutics, Inc.,

245 First Street, 18th Floor

, Cambridge, MA 02142.






(c) Dr. Hecht serves as Chief Executive Officer of the Issuer and is a member of the Board of Directors (the “Board”) of the Issuer.






(d)-(e) During the last five years, Dr. Hecht has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative



The above information was disclosed in a filing to the SEC. To see the filing, click here.

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Other recent filings from the company include the following:

Current report, items 7.01 and 9.01 - Sept. 30, 2021

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