SEC Form 4 · accession 0001144204-17-020358
Dicerna Pharmaceuticals Inc · DRNA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
RA Capital Healthcare Fund LP
10% Owner
RA CAPITAL MANAGEMENT, LLC
Director · 10% Owner
Peter Kolchinsky
10% Owner
Period of report
Apr 11, 2017
Accepted (ET)
Apr 13, 2017 · 4:40 pm EDT
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Redeemable Convertible Preferred StockF1,F2,F3 | $3.19 | Apr 11, 2017 | J | 76,500 | A | — | — | Common Stock | 2,398,118 | 76,500 | I |
Explanation of responses
- F162,424 of the reported securities are held directly by the Fund. The Adviser and Mr. Kolchinsky may be deemed indirect beneficial owners of the securities. The Adviser and Mr. Kolchinsky disclaim beneficial ownership of the reported securities in reliance on Rule 16a-1(a)(1)(v) and (vii) and disclaim any obligation to file reports under Section 16 other than as a director by deputization, and a director, respectively. Pursuant to Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the "Act"), each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of their respective pecuniary interests therein. The filing of this Form 4 shall not be construed as an admission that Mr. Kolchinsky or the Adviser is or was for the purposes of Section 16(a) of the Act, or otherwise, the beneficial owner of any of securities reported herein.
- F214, 076 of the reported securities are held in a separately managed account for which the Advisor serves as investment adviser (the "Account"). The Adviser, the Fund and Mr. Kolchinsky have no pecuniary interest in the reported securities held in the Account and disclaim: (A) beneficial ownership thereof for purposes of Rule 16a-1(a)(2) and (B) beneficial ownership of securities held by the Fund, for purposes of Rule 16a-1(a)(2), except to the extent of their pecuniary interest therein.
- F3The derivative securities held by the Fund are convertible into 1,956,865 shares of common stock at any time and have no expiration date. The derivative securities held by the Account are convertible into 441,253 shares of common stock. The number of shares of common stock into which the derivative securities are convertible will increase daily as a result of a paid-in-kind dividend on the derivative securities.
Remarks
Peter Kolchinsky is a Director and is acting in this capacity at the direction of RA Capital Healthcare Fund, L.P. (the "Fund"), which is a shareholder, and RA Capital Management, LLC (the "Adviser"), which is the general partner of the Fund. Peter Kolchinsky is the sole manager of the Adviser.