Home > Insider Trading > Filing (0000899243-17-029183)

Filing Details

Accession Number:: 0000899243-17-029183
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2017-12-19 16:52:08
Reporting Period:: 2017-12-18

Accepted Time:: 2017-12-19 16:52:08
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1399529	Dicerna Pharmaceuticals Inc	DRNA	Pharmaceutical Preparations (2834)	000000000

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1578965	Adam Koppel	200 Clarendon Street Boston MA 02116	Yes	No	Yes	No
1687968	Bain Capital Life Sciences Fund, L.p.	200 Clarendon Street Boston MA 02116	Yes	No	Yes	No
1702921	Bcip Life Sciences Associates, Lp	200 Clarendon Street Boston MA 02116	Yes	No	Yes	No
1702957	Lawrence Jeffrey Schwartz	200 Clarendon Street Boston MA 02116	Yes	No	Yes	No
1703030	Bain Capital Life Sciences Partners, Lp	200 Clarendon Street Boston MA 02116	Yes	No	Yes	No
1703031	Bain Capital Life Sciences Investors, Llc	200 Clarendon Street Boston MA 02116	Yes	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2017-12-18	285,000	$7.00	285,000	No	4	P	Indirect	See footnotes
Common Stock	Acquisiton	2017-12-18	8,454,388	$0.00	8,739,388	No	4	M	Indirect	See footnotes
Common Stock	Acquisiton	2017-12-18	190,849	$0.00	8,930,237	No	4	A	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See footnotes
No	4	M	Indirect	See footnotes
No	4	A	Indirect	See footnotes

Reported Derivative Transactions

Show Other Fields >>

Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Redeemable Convertible Preferred Stock	Disposition	2017-12-18	250,000	$3.19	8,454,388	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	M	Indirect

Footnotes

On December 18, 2017, Bain Capital Life Sciences Fund, L.P. ("BC LS") and BCIP Life Sciences Associates, LP ("BCIP LS" and, together with BC LS, the "Bain Life Sciences Entities") purchased 257,798 and 27,202 shares of common stock, respectively, in an underwritten public offering.
Each share of Redeemable Convertible Preferred Stock had a stated value of $100 (the "Stated Value") and accrued dividends daily at an initial rate of 12% per annum, which was reduced to 8% per annum on October 28, 2017 in accordance with the Certificate of Designations for the Redeemable Convertible Preferred Stock. The Stated Value, as adjusted to give effect to such dividends, was referred to as the "Accrued Value." Each share of Redeemable Convertible Preferred Stock was convertible, at the option of the holder or, upon the occurrence of certain events, at the option of the Issuer, into a number of shares of common stock determined by dividing the Accrued Value by the conversion price. The Redeemable Convertible Preferred Stock was not convertible to the extent that such conversion would have resulted in the beneficial owner of such Redeemable Convertible Preferred Stock and its affiliates owning in excess of 19.99% of the Issuer's voting power.
On December 18, 2017, the 226,139 shares of Redeemable Convertible Preferred Stock held by BC LS and the 23,861 shares of Redeemable Convertible Preferred Stock held by BCIP LS were converted, at the option of the Bain Life Sciences Entities, into 7,647,468 and 806,920 shares of common stock, respectively.
On December 18, 2017, each of BC LS and BCIP LS received an additional 172,633 and 18,216 shares of common stock, respectively, from the Issuer representing the additional dividend accruals on the Redeemable Convertible Preferred Stock that each of BC LS and BCIP LS would have been entitled to receive up to and including March 31, 2018.
Bain Capital Life Sciences Investors, LLC ("BCI LS") is the general partner of Bain Capital Life Sciences Partners, LP ("BC LS P"), which is the general partner of BC LS. As a result, BC LS P may be deemed to share voting and dispositive power with respect to the securities held by BC LS.
The governance, investment strategy and decision-making process with respect to the investments held by the Bain Life Sciences Entities is directed by BCI LS, whose managers are Jeffrey Schwartz and Adam Koppel. As a result, BCI LS, Mr. Schwartz and Dr. Koppel may each be deemed to share voting and dispositive power with respect to the securities held by the Bain Life Sciences Entities. BCI LS, Mr. Schwartz and Dr. Koppel each disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.