SEC Form 5 · accession 0000899243-19-003099
Dicerna Pharmaceuticals Inc · DRNA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Douglas Fambrough
Officer — Chief Executive Officer · Director
Period of report
Dec 31, 2018
Accepted (ET)
Feb 8, 2019 · 9:00 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001399529
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F3 | $16.30 | Aug 31, 2018 | G | 200,000 | D | — | Apr 16, 2024 | Common Stock | 200,000 | 271,900 | D |
| Employee Stock Option (right to buy)F3 | $16.30 | Aug 31, 2018 | G | 200,000 | D | — | Apr 16, 2024 | Common Stock | 200,000 | 71,900 | D |
| Employee Stock Option (right to buy)F1,F3 | $16.30 | Aug 31, 2018 | G | 200,000 | A | — | Apr 16, 2024 | Common Stock | 200,000 | 200,000 | I |
| Employee Stock Option (right to buy)F2,F3 | $16.30 | Aug 31, 2018 | G | 200,000 | A | — | Apr 16, 2024 | Common Stock | 200,000 | 200,000 | I |
Explanation of responses
- F1This transaction was a bona fide gift of vested stock options to an irrevocable trust for the reporting person's minor child (Child A Trust) for which the reporting person's spouse serves as trustee. The reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- F2This transaction was a bona fide gift of vested stock options to an irrevocable trust for the reporting person's minor child (Child B Trust) for which the reporting person's spouse serves as trustee. The reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- F3This option vested in 48 monthly installments over the four-year period commencing January 30, 2014, and was fully vested and exercisable on January 30, 2018.