SEC Form 4 · accession 0001144204-17-064580
Dicerna Pharmaceuticals Inc · DRNA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Dec 18, 2017
Accepted (ET)
Dec 20, 2017 · 8:36 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 StockF1,F2,F3,F4 | Dec 18, 2017 | M | 2,645,442 | — | A | 5,074,013 | I | See Note |
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 StockF2,F3,F4,F1 | — | Dec 18, 2017 | M | 76,500 | D | — | — | Common Stock | 2,645,442 | 0 | I |
Explanation of responses
- F1On December 18, 2017, in consideration for the holders of the Issuer's redeemable convertible preferred stock (the "Preferred Stock") waiving certain rights, the Issuer automatically converted each outstanding share of Preferred Stock into Common Stock for no additional consideration.
- F2Peter Kolchinsky is a director of the Issuer and the sole manager of RA Capital Management, LLC (the "Adviser") which is the general partner RA Capital Healthcare Fund, L.P. (the "Fund"). The Fund is a shareholder.
- F34,414,752 of the aggregate common stock beneficially held after transaction is 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, in the case of Mr. Kolchinsky, as a director. 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.
- F4659,261 of the common stock beneficially held after the transaction 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.