SEC Form 4 · accession 0000899243-17-029183
Dicerna Pharmaceuticals Inc · DRNA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Adam Koppel
Director · 10% Owner
Bain Capital Life Sciences Fund, L.P.
Director · 10% Owner
BCIP Life Sciences Associates, LP
Director · 10% Owner
Jeffrey Lawrence Schwartz
Director · 10% Owner
Bain Capital Life Sciences Partners, LP
Director · 10% Owner
Bain Capital Life Sciences Investors, LLC
Director · 10% Owner
Period of report
Dec 18, 2017
Accepted (ET)
Dec 19, 2017 · 4:52 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001399529
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF5,F6 | Dec 18, 2017 | P | 285,000 | $7.00 | A | 285,000 | I | See footnotes |
| Common StockF2,F3,F5,F6 | Dec 18, 2017 | M | 8,454,388 | — | A | 8,739,388 | I | See footnotes |
| Common StockF2,F4,F5,F6 | Dec 18, 2017 | A | 190,849 | — | A | 8,930,237 | I | See footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Redeemable Convertible Preferred StockF5,F6,F2,F3 | — | Dec 18, 2017 | M | 250,000 | D | — | — | Common Stock | 8,454,388 | 0 | I |
Explanation of responses
- F1On December 18, 2017, Bain Capital Life Sciences Fund, L.P. ("BC LS") and BCIP Life Sciences Associates, LP ("BCIP LS" and, together with BC LS, the "Bain Life Sciences Entities") purchased 257,798 and 27,202 shares of common stock, respectively, in an underwritten public offering.
- F2Each share of Redeemable Convertible Preferred Stock had a stated value of $100 (the "Stated Value") and accrued dividends daily at an initial rate of 12% per annum, which was reduced to 8% per annum on October 28, 2017 in accordance with the Certificate of Designations for the Redeemable Convertible Preferred Stock. The Stated Value, as adjusted to give effect to such dividends, was referred to as the "Accrued Value." Each share of Redeemable Convertible Preferred Stock was convertible, at the option of the holder or, upon the occurrence of certain events, at the option of the Issuer, into a number of shares of common stock determined by dividing the Accrued Value by the conversion price. The Redeemable Convertible Preferred Stock was not convertible to the extent that such conversion would have resulted in the beneficial owner of such Redeemable Convertible Preferred Stock and its affiliates owning in excess of 19.99% of the Issuer's voting power.
- F3On December 18, 2017, the 226,139 shares of Redeemable Convertible Preferred Stock held by BC LS and the 23,861 shares of Redeemable Convertible Preferred Stock held by BCIP LS were converted, at the option of the Bain Life Sciences Entities, into 7,647,468 and 806,920 shares of common stock, respectively.
- F4On December 18, 2017, each of BC LS and BCIP LS received an additional 172,633 and 18,216 shares of common stock, respectively, from the Issuer representing the additional dividend accruals on the Redeemable Convertible Preferred Stock that each of BC LS and BCIP LS would have been entitled to receive up to and including March 31, 2018.
- F5Bain Capital Life Sciences Investors, LLC ("BCI LS") is the general partner of Bain Capital Life Sciences Partners, LP ("BC LS P"), which is the general partner of BC LS. As a result, BC LS P may be deemed to share voting and dispositive power with respect to the securities held by BC LS.
- F6The governance, investment strategy and decision-making process with respect to the investments held by the Bain Life Sciences Entities is directed by BCI LS, whose managers are Jeffrey Schwartz and Adam Koppel. As a result, BCI LS, Mr. Schwartz and Dr. Koppel may each be deemed to share voting and dispositive power with respect to the securities held by the Bain Life Sciences Entities. BCI LS, Mr. Schwartz and Dr. Koppel each disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
Remarks
Dr. Koppel is a director of the Issuer.