SEC Form 4 · accession 0001209191-16-147941
Ra Pharmaceuticals, Inc. · RARX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
A/S Novo
10% Owner
Period of report
Oct 31, 2016
Accepted (ET)
Nov 2, 2016 · 4:54 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 StockF1 | Oct 31, 2016 | C | 924,970 | — | A | 924,970 | D | |
| Common StockF1 | Oct 31, 2016 | C | 860,438 | — | A | 1,785,408 | D | |
| Common Stock | Oct 31, 2016 | P | 246,154 | $13.00 | A | 2,031,562 | D |
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 StockF1 | — | Oct 31, 2016 | C | 924,970 | D | — | — | Common Stock | 924,970 | 0 | D |
| Series B-2 Preferred StockF1 | — | Oct 31, 2016 | C | 860,438 | D | — | — | Common Stock | 860,438 | 0 | D |
Explanation of responses
- F1The Series B-1 Preferred Stock and Series B-2 Preferred Stock (the "Preferred Stock") has no expiration date and is convertible at any time at the holder's election. Upon the closing of the Issuer's initial public offering, the Preferred Stock automatically converted on a one-for-one basis for no additional consideration into common stock.
- F2Represents a purchase from the underwriters in the Issuer's public offering.
Remarks
Novo A/S is a Danish limited liability company. The board of directors of Novo A/S (the "Novo Board"), which is currently comprised of Sten Scheibye, Goran Ando, Jeppe Christiansen, Steen Riisgaard and Per Wold-Olsen, has shared investment and voting control over the securities of the Issuer held by Novo A/S (the "Shares") and may exercise such control only with the support of a majority of the Novo Board. As such, no individual member of the Novo Board is deemed to hold any beneficial ownership or reportable pecuniary interest in the Shares.