SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
HOFFMAN STEPHEN J

(Last) (First) (Middle)
C/O DICERNA PHARMACEUTICS, INC.
87 CAMBRIDGEPARK DRIVE

(Street)
CAMBRIDGE MA 02140

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Dicerna Pharmaceuticals Inc [ DRNA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/20/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Director Stock Option (right to buy) $15.44 06/20/2019 A 25,000 (1) 06/20/2029 Common Stock 25,000 $0.00 25,000 D
Explanation of Responses:
1. This option vests monthly over 12 months from June 20, 2019 ("Grant Date") in substantially equal monthly installments, provided that the option will vest in full on the Issuer's next regularly scheduled annual meeting of stockholders that occurs following the Grant Date, subject to the Reporting Person's continued service to the Issuer through each such date or, if earlier, such annual meeting.
Remarks:
Exhibit 24 - Power of Attorney
/s/ John B. Green, attorney-in-fact 06/21/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                         LIMITED POWER OF ATTORNEY FOR
                       SECTION 16 REPORTING OBLIGATIONS

     Know all by these presents, that the undersigned hereby makes, constitutes
and appoints each of Douglas Fambrough and John B. Green, or either of them
acting individually, and with full power of substitution, the undersigned's true
and lawful attorney-in-fact to:

     (1)   prepare, execute in the undersigned's name and on the undersigned's
           behalf, and submit to the U.S. Securities and Exchange Commission
           (the "SEC") a Form ID, including amendments thereto, and any other
           documents necessary or appropriate to obtain codes and passwords
           enabling the undersigned to make electronic filings with the SEC of
           reports required by Section 16(a) of the Securities Exchange Act of
           1934 (the "Exchange Act") or any rule or regulation of the SEC;

     (2)   execute for and on behalf of the undersigned, in the undersigned's
           capacity as an officer and/or director of Dicerna Pharmaceuticals,
           Inc., a Delaware corporation (the "Company"), Forms 3, 4, and 5,
           including amendments thereto, in accordance with Section 16(a) of the
           Exchange Act and the rules and regulations thereunder;

     (3)   seek or obtain, as the undersigned's representative and on the
           undersigned's behalf, information on transactions in the
 Company's
           securities from any third party, including brokers, employee benefit
           plan administrators and trustees, and the undersigned hereby
           authorizes any such person to release any such information to the
           undersigned and approves and ratifies any such release of
           information;

     (4)   do and perform any and all acts for and on behalf of the undersigned
           which may be necessary or desirable to complete and execute any such
           Form 3, 4, or 5, complete and execute any amendment or amendments
           thereto, and timely file such form with the SEC and any stock
           exchange or similar authority; and

     (5)   take any other action of any type whatsoever in connection with the
           foregoing which, in the opinion of such attorney-in-fact, may be of
           benefit to, in the best interest of, or legally required by, the
           undersigned, it being understood that the documents executed by such
           attorney-in-fact on behalf of the undersigned pursuant to this Power
           of Attorney shall be in such form and shall contain such terms and
           conditions as such attorney-in-fact may approve in such attorney-in-
           fact's discretion.

     The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming nor
relieving, nor is the Company assuming nor relieving, any of the undersigned's
responsibilities to comply with Section 16 of the Exchange Act.  The undersigned
acknowledges that neither the Company nor the foregoing attorneys-in-fact assume
(i) any liability for the undersigned's responsibility to comply with the
requirement of the Exchange Act, (ii) any liability of the undersigned for any
failure to comply with such requirements,  or (iii) any obligation or liability
of the undersigned for profit disgorgement under Section 16(b) of the Exchange
Act.

     This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier (a) revoked by the undersigned in a signed writing delivered to
the foregoing attorneys-in-fact or (b)superseded by a new power of attorney
regarding the purposes outlined herein at a later date.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 20th day of June, 2019.

                                 /s/  Stephen J. Hoffman
                                 --------------------------------
                                 Signature

                                 Stephen J. Hoffman
                                 --------------------------------
                                 Print Name