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Filing Details

Accession Number:: 0001104659-16-153348
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-10-31 16:51:14
Reporting Period:: 2016-10-31

Filing Date:: 2016-10-31
Accepted Time:: 2016-10-31 16:51:14
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1481512	Ra Pharmaceuticals Inc.	RARX	Pharmaceutical Preparations (2834)	262908274

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1688269	Jason Lettmann	C/O Morgenthaler Venture Partners Ix, Lp 3200 Alpine Road Portola Valley CA 94028		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2016-10-31	63,019	$0.07	80,161	No	4	X	Indirect	See footnote
Common Stock	Disposition	2016-10-31	340	$13.00	79,821	No	4	S	Indirect	See footnote
Common Stock	Acquisiton	2016-10-31	1,392,130	$0.00	1,471,951	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2016-10-31	523,438	$0.00	1,995,389	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2016-10-31	486,919	$0.00	2,482,308	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2016-10-31	542,702	$0.00	3,025,010	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2016-10-31	73,945	$0.00	3,098,955	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2016-10-31	504,839	$0.00	3,603,794	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2016-10-31	68,786	$0.00	3,672,580	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2016-10-31	263,538	$13.00	3,936,118	No	4	P	Indirect	See footnote
Common Stock	Acquisiton	2016-10-31	114,752	$13.00	4,050,870	No	4	P	Indirect	See footnote
Common Stock	Acquisiton	2016-10-31	15,633	$13.00	4,066,503	No	4	P	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	X	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	C	Indirect	See footnote
No	4	C	Indirect	See footnote
No	4	C	Indirect	See footnote
No	4	C	Indirect	See footnote
No	4	C	Indirect	See footnote
No	4	C	Indirect	See footnote
No	4	C	Indirect	See footnote
No	4	P	Indirect	See footnote
No	4	P	Indirect	See footnote
No	4	P	Indirect	See footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Warrants to Purchase Common Stock	Disposition	2016-10-31	63,019	$0.00	63,019	$0.07
Common Stock	Series A Preferred Stock	Disposition	2016-10-31	9,744,916	$0.00	1,392,130	$0.00
Common Stock	Series B-1 Preferred Stock	Disposition	2016-10-31	3,664,071	$0.00	523,438	$0.00
Common Stock	Series B-2 Preferred Stock	Disposition	2016-10-31	3,408,439	$0.00	486,919	$0.00
Common Stock	Series B-1 Preferred Stock	Disposition	2016-10-31	3,798,914	$0.00	542,702	$0.00
Common Stock	Series B-2 Preferred Stock	Disposition	2016-10-31	517,617	$0.00	73,945	$0.00
Common Stock	Series B-1 Preferred Stock	Disposition	2016-10-31	3,533,875	$0.00	504,839	$0.00
Common Stock	Series B-2 Preferred Stock	Disposition	2016-10-31	481,503	$0.00	68,786	$0.00

Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
2022-04-01	No	4	X	Indirect
	No	4	C	Indirect
	No	4	C	Indirect
	No	4	C	Indirect
	No	4	C	Indirect
	No	4	C	Indirect
	No	4	C	Indirect
	No	4	C	Indirect

Footnotes

The 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. Jason Lettmann, a director of the Issuer, is a Member of MMP IX and as such, shares voting and investment power over the securities directly held by MVP IX. MMP IX and Jason Lettmann disclaim beneficial ownership of the securities held by MVP IX except to the extent of their respective pecuniary interests therein.
The 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.
Each 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.
Each 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.
Each 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.
Shares held by Lightstone Ventures, L.P. LSV Associates, LLC, or LSV GP, is the General Partner of Lightstone Ventures, L.P. ("LSV"). LSV GP and the managing directors of LSV GP disclaim beneficial ownership of the shares held by LSV except to the extent of their pecuniary interest therein.
Shares held by Lightstone Ventures (A), L.P. LSV GP is the General Partner of Lightstone Ventures (A), L.P. ("LSV-A"). LSV GP and the managing directors of LSV GP disclaim beneficial ownership of the shares held by LSV-A except to the extent of their pecuniary interest therein.