SEC Form 4 · accession 0001104659-16-153349

Ra Pharmaceuticals, Inc. · RARX

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owners

MORGENTHALER VENTURE PARTNERS IX LP

10% Owner

Morgenthaler Management Partners IX, LLC

10% Owner

Period of report

Oct 31, 2016

Accepted (ET)

Oct 31, 2016 · 4:51 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001481512

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Common Stock^F2,F1	Oct 31, 2016	X	63,019	$0.07	A	80,161	D
Common Stock^F2,F1	Oct 31, 2016	S	340	$13.00	D	79,821	D
Common Stock^F3,F1	Oct 31, 2016	C	1,392,130	—	A	1,471,951	D
Common Stock^F4,F1	Oct 31, 2016	C	523,438	—	A	1,995,389	D
Common Stock^F5,F1	Oct 31, 2016	C	486,919	—	A	2,482,308	D
Common Stock^F1	Oct 31, 2016	P	263,538	$13.00	A	2,745,846	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Warrants to Purchase Common Stock^F1,F2	$0.07	Oct 31, 2016	X	63,019	D	—	Apr 1, 2022	Common Stock	63,019	D
Series A Preferred Stock^F3,F1	—	Oct 31, 2016	C	9,744,916	D	—	—	Common Stock	1,392,130	D
Series B-1 Preferred Stock^F4,F1	—	Oct 31, 2016	C	3,664,071	D	—	—	Common Stock	523,438	D
Series B-2 Preferred Stock^F5,F1	—	Oct 31, 2016	C	3,408,439	D	—	—	Common Stock	486,919	D

Explanation of responses

F1The securities are held by Morgenthaler Venture Partners IX, L.P. ("MVP IX"). The general partner of MVP IX is Morgenthaler Management Partners IX, LLC ("MMP IX"). MMP IX may be deemed to indirectly beneficially own the securities directly held by MVP IX. MMP IX disclaims beneficial ownership of the securities held by MVP IX except to the extent of its pecuniary interest therein.
F2The Warrants were automatically exercised immediately prior to the closing of the Issuer's initial public offering for such number of shares issuable pursuant to a cashless net exercise provision, resulting in the Issuer withholding 340 of the warrant shares to pay the aggregate exercise price, using the offering price in the Issuer's initial public offering of $13.00, and issuing to the reporting person the remaining 62,679 shares.
F3Each share of the Series A Preferred Stock converted into Common Stock on a 1-for-7 basis automatically and without additional consideration upon the closing of the Issuer's initial public offering, and had no expiration date.
F4Each share of the Series B-1 Preferred Stock converted into Common Stock on a 1-for-7 basis automatically and without additional consideration upon the closing of the Issuer's initial public offering, and had no expiration date.
F5Each share of the Series B-2 Preferred Stock converted into Common Stock on a 1-for-7 basis automatically and without additional consideration upon the closing of the Issuer's initial public offering, and had no expiration date.