Dicerna Pharmaceuticals
Dicerna Pharmaceuticals Inc (Form: 3, Received: 01/29/2014 21:25:36)
FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

HOFFMAN STEPHEN J

2. Date of Event Requiring Statement (MM/DD/YYYY)
1/29/2014 

3. Issuer Name and Ticker or Trading Symbol

Dicerna Pharmaceuticals Inc [DRNA]

(Last)        (First)        (Middle)

525 UNIVERSITY AVENUE, SUITE 610

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

PALO ALTO, CA 94301       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock   1/29/2014     (1) Common Stock   312000   $0.00   I   See Footnote   (2)
Series B Preferred Stock   1/29/2014     (1) Common Stock   179322   $0.00   I   See Footnote   (2)
Series C Preferred Stock   1/29/2014     (1) Common Stock   1043429   $0.00   I   See Footnote   (2)
Common Stock Warrant   1/29/2014     (3) Common Stock   755   $250.00   I   See Footnote   (2)
Series C Preferred Stock Warrants   1/29/2014     (4) Common Stock   21697   $7.00   I   See Footnote   (2)

Explanation of Responses:
( 1)  Each share of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock is convertible into one share of the Issuer's Common Stock and will automatically convert into one share of the Issuer's Common Stock upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date.
( 2)  These securities are held by Skyline Ventures Partners V, L.P. ("Skyline V"). Skyline Venture Management V, LLC serves as the sole general partner of Skyline V. The reporting person is a non-managing member of Skyline Venture Management V, LLC. The reporting person disclaims beneficial ownership of the shares reported herein, except to the extent of his pecuniary interest therein.
( 3)  Warrants will expire June 17, 2020.
( 4)  Warrants will expire June 17, 2020.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
HOFFMAN STEPHEN J
525 UNIVERSITY AVENUE, SUITE 610
PALO ALTO, CA 94301
X X


Signatures
/s/ Kerensa Kenny, Attorney-In-Fact 1/29/2014
** 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 5(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).
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