Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Leverone Jason A.
2. Date of Event Requiring Statement (Month/Day/Year)
02/13/2017
3. Issuer Name and Ticker or Trading Symbol
MIRAGEN THERAPEUTICS, INC. [MGEN]
(Last)
(First)
(Middle)
C/O MIRAGEN THERAPEUTICS, INC., 6200 LOOKOUT ROAD
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CFO, Treasurer & Secretary
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

BOULDER, CO 80301
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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
Stock Option (right to buy) (1)   (2) 12/09/2018 Common Stock 29,530 $ 0.57 D  
Stock Option (right to buy) (1)   (3) 09/23/2019 Common Stock 3,093 $ 0.57 D  
Stock Option (right to buy) (1)   (4) 03/15/2020 Common Stock 11,249 $ 0.57 D  
Stock Option (right to buy) (1)   (5) 06/14/2022 Common Stock 46,615 $ 1.22 D  
Stock Option (right to buy) (1)   (6) 02/21/2026 Common Stock 35,155 $ 1.05 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Leverone Jason A.
C/O MIRAGEN THERAPEUTICS, INC.
6200 LOOKOUT ROAD
BOULDER, CO 80301
      CFO, Treasurer & Secretary  

Signatures

/s/ Brent D. Fassett, as Attorney-in-Fact for Jason A. Leverone 02/13/2017
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Shares of common stock of the corporation then known as Miragen Therapeutics, Inc. ("Old Miragen") were converted into shares of the Issuer pursuant to that certain Agreement and Plan of Merger and Reorganization, dated as of October 31, 2016, by and among the Issuer, Signal Merger Sub, Inc. and Old Miragen (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, each share of common stock was converted into 0.7031 shares of the Issuer's common stock.
(2) On December 10, 2008, Reporting Person was granted an option to purchase 42,000 shares of the common stock of Old Miragen under Old Miragen's Equity Incentive Plan (the "Plan") at an exercise price of $0.40 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 29,530 shares of the Issuer's common stock at a per share exercise price of $0.57. The option is fully vested and exercisable. The option expires ten years after the date of grant.
(3) On September 24, 2009, Reporting Person was granted an option to purchase 4,400 shares of the common stock of Old Miragen under the Plan at an exercise price of $0.40 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 3,093 shares of the Issuer's common stock at a per share exercise price of $0.57. The option is fully vested and exercisable. The option expires ten years after the date of grant.
(4) On March 16, 2010, Reporting Person was granted an option to purchase 16,000 shares of the common stock of Old Miragen under the Plan at an exercise price of $0.40 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 11,249 shares of the Issuer's common stock at a per share exercise price of $0.57. The option is fully vested and exercisable. The option expires ten years after the date of grant.
(5) On June 15, 2012, Reporting Person was granted an option to purchase 66,300 shares of the common stock of Old Miragen under the Plan at an exercise price of $0.86 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 46,615 shares of the Issuer's common stock at a per share exercise price of $1.22. The option is fully vested and exercisable. The option expires ten years after the date of grant.
(6) On February 22, 2016, Reporting Person was granted an option to purchase 50,000 shares of common stock of Old Miragen under the Plan at an exercise price of $0.74 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 35,155 shares of the Issuer's common stock at a per share exercise price of $1.05. The shares subject to the option vest in 48 equal monthly installments beginning on March 22, 2016, provided that at the relevant vesting dates the Reporting Person's continuous service to the Issuer has not been terminated as defined in and as determined under the Plan. The shares underlying the option are subject to accelerated vesting upon the occurrence of specified events including a change of control of the Issuer and the Reporting Person's termination. The option expires ten years after the date of grant.
 
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney

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