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* Slate Path Capital LP (Last) (First) (Middle) 717 5TH AVENUE 16TH FL. (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/29/2020	3. Issuer Name and Ticker or Trading Symbol Cyclerion Therapeutics, Inc. [ CYCN ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 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) Form filed by One Reporting Person X 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)
Common Stock, no par value	6,196,063	I	See footnote(1)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Slate Path Capital LP (Last) (First) (Middle) 717 5TH AVENUE 16TH FL. (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* Greenspan David Gerald (Last) (First) (Middle) C/O SLATE PATH CAPITAL LP 717 FIFTH AVENUE, 16TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

Explanation of Responses:

1. The securities to which this filing relates are held by Slate Path Master Fund LP (the "Master Fund"), a Cayman Islands exempted limited partnership. Slate Path Capital LP (the "Investment Manager"), a Delaware limited partnership acts as the investment manager of the Master Fund. Mr. David Greenspan serves as the managing member of Jades GP, LLC, a Delaware limited liability company and the general partner of the Investment Manager. The filing of this statement shall not be deemed an admission that either Reporting Person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

Remarks:

The Power of Attorney dated as of July 31, 2020 executed by David Greenspan authorizing Jim Feeney to sign and file this form on his behalf is attached hereto as Exhibit 24.1

	Slate Path Capital LP, By: Jades GP, LLC, its General Partner, By: /s/ John Metzner, its Chief Operating Officer	08/10/2020
	David Greenspan, By: /s/ Jim Feeney as Attorney-in-Fact	08/10/2020
	** 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).
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EXHIBIT 24.1

POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints Jim Feeney, with full power of substitution, the undersigned's true and lawful attorney-in-fact to:

(1)

prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 13(d) and/or Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or any rule or regulation of the SEC;

(2)

execute for and on behalf of the undersigned, Schedule 13D or Schedule 13G (including amendments thereto) in accordance with Section 13(d) of the Exchange Act and the rules thereunder and/or Forms 3, 4,or 5 (including amendments thereto) in accordance with Section 16(a) of the Exchange Act of the Exchange Act and the rules thereunder;

(3)

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 Schedule 13G, Schedule 13D 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

(4)

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 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 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 attorney-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 13 and/or Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedules 13G, Schedules 13D, Forms 3, 4, and 5 with respect to the holdings of, and transactions in, securities beneficially owned by the undersigned, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 31st day of July, 2020.

	/s/ David Greenspan
	David Greenspan