SEC Form 4 · accession 0001209191-16-147490

Ra Pharmaceuticals, Inc. · RARX

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

Reporting owner

Ravi Viswanathan

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	Nature of ownership
Common Stock^F1,F2	Oct 31, 2016	X	80,658	$0.07	A	80,658	I	See Note 2
Common Stock^F1,F2	Oct 31, 2016	S	435	$13.00	D	80,223	I	See Note 2
Common Stock^F3,F2	Oct 31, 2016	C	1,778,227	—	A	1,858,450	I	See Note 2
Common Stock^F4,F2	Oct 31, 2016	C	669,951	—	A	2,528,401	I	See Note 2
Common Stock^F5,F2	Oct 31, 2016	C	623,210	—	A	3,151,611	I	See Note 2
Common Stock^F2	Oct 31, 2016	P	338,462	$13.00	A	3,490,073	I	See Note 2

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^F2,F1	$0.07	Oct 31, 2016	X	80,658	D	—	Apr 1, 2022	Common Stock	80,658	I
Series A Preferred Stock^F2,F3	—	Oct 31, 2016	C	12,447,605	D	—	—	Common Stock	1,778,227	I
Series B-1 Preferred Stock^F2,F4	—	Oct 31, 2016	C	4,689,657	D	—	—	Common Stock	669,951	I
Series B-2 Preferred Stock^F2,F5	—	Oct 31, 2016	C	4,362,472	D	—	—	Common Stock	623,210	I

Explanation of responses

F1The Warrants 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 435 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 80,223 shares, after deducting the aggregate exercise price.
F2The Reporting Person is a director of NEA 13 GP, LTD, which is the sole general partner of NEA Partners 13, L.P. ("NEA Partners 13"). NEA Partners 13 is the sole general partner of New Enterprise Associates 13, L.P. ("NEA 13"), which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 13 shares in which the Reporting Person has no pecuniary interest.
F3Each share of the Series A Preferred Stock is convertible into Common Stock on a 1-for-7 basis automatically upon the closing of the Issuer's initial public offering, and has no expiration date.
F4Each share of the Series B-1 Preferred Stock is convertible into Common Stock on a 1-for-7 basis automatically upon the closing of the Issuer's initial public offering, and has no expiration date.
F5Each share of the Series B-2 Preferred Stock is convertible into Common Stock on a 1-for-7 basis automatically upon the closing of the Issuer's initial public offering, and has no expiration date.