SEC Form 4 · accession 0001144204-16-130643
Ra Pharmaceuticals, Inc. · RARX
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
Peter Kolchinsky
10% Owner
Period of report
Oct 31, 2016
Accepted (ET)
Oct 31, 2016 · 7:41 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 | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF4,F1,F2 | Oct 31, 2016 | C | 616,646 | — | A | 616,646 | I | See footnotes |
| Common StockF3,F5,F2 | Oct 31, 2016 | C | 573,624 | — | A | 1,190,270 | I | See footnotes |
| Common StockF6,F7,F2 | Oct 31, 2016 | P | 161,538 | $13.00 | A | 1,351,808 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B-1 Preferred StockF8,F2,F4,F1 | — | Oct 31, 2016 | C | 4,316,531 | D | — | — | Common Stock | 616,646 | 0 | I |
| Series B-2 Preferred StockF9,F2,F5,F3 | — | Oct 31, 2016 | C | 4,015,378 | D | — | — | Common Stock | 573,624 | 0 | I |
Explanation of responses
- F1These securities include 507,500 shares held by RA Capital Healthcare Fund, L.P. (the "Fund") and 109,146 shares held in an account owned by Blackwell Partners LLC--Series A (the "Account").
- F2RA Capital Management, LLC (the "Adviser") is the general partner of the Fund and the investment adviser of the Account. Peter Kolchinsky is the sole manager of the Adviser. 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 directors by deputization. The Adviser and Mr. Kochinsky 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.
- F3These securities include 472,093 shares held by the Fund and 101,531 shares held in the Account.
- F4Each share of the Series B-1 Preferred Stock converted into Common Stock on a 1-for-7 basis automatically 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 upon the closing of the Issuer's initial public offering, and had no expiration date.
- F6These securities include 132,357 shares held by the Fund and 29,181 shares held in the Account.
- F7These securities include 1,111,950 shares held by the Fund and 239,858 shares held in the Account.
- F8These securities include 3,552,506 shares held by the Fund and 764,025 shares held in the Account.
- F9These securities include 3,304,656 shares held by the Fund and 710,722 shares held in the Account.