Dicerna Pharmaceuticals
Dicerna Pharmaceuticals Inc (Form: 4, Received: 02/05/2014 17:31:04)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *

RA CAPITAL MANAGEMENT, LLC
2. Issuer Name and Ticker or Trading Symbol

Dicerna Pharmaceuticals Inc [ DRNA ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      __ X __ Other (specify below)
P. Kolchinsky is a director.
(Last)          (First)          (Middle)

20 PARK PLAZA, SUITE 1200
3. Date of Earliest Transaction (MM/DD/YYYY)

2/4/2014
(Street)

BOSTON, MA 02116
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Common Stock, par value $0.0001 per share   (1) 2/4/2014     C    1428571   (1) A   (1) 1428571   I   See Footnotes   (4) (5)
Common Stock, par value $0.0001 per share   2/4/2014     P    1000000   (2) A $15   2428571   (3) I   See Footnotes   (4) (5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Series C Preferred Stock, par value $0.0001     (1) 2/4/2014     C         1428571   (1)     (1)   (1) Common Stock   1428571   $0   0   D    

Explanation of Responses:
( 1)  These shares include 1,428,571 of Common Stock that were converted from Series C Preferred Shares held by RA Capital Healthcare Fund, L.P. (the "Fund"). The Series C Preferred Shares converted into shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering of Common Stock.
( 2)  The securities purchased include 827,500 shares for RA Capital Healthcare Fund, L.P. (the "Fund") and 172,500 shares for an account owned by Blackwell Partners, LLC (the "Blackwell Account").
( 3)  Following the transactions set forth on Table I above, 2,256,071 shares are held by the Fund, and 172,500 shares are held in the Blackwell Account.
( 4)  RA Capital Management, LLC (the "Adviser") is the general partner of the Fund and the investment adviser of the Blackwell Account. Peter Kolchinsky is the sole manager of the Adviser. In their respective capacities, each of Mr. Kolchinsky and the Adviser may be deemed to beneficially own the reported securities. In addition, Mr. Kolchinsky is a director of the Issuer.
( 5)  Pursuant to Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the "Act"), each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of their respective pecuniary interests therein. The filing of this Form 4 shall not be construed as an admission that Mr. Kolchinsky or the Adviser is or was for the purposes of Section 16(a) of the Act, or otherwise, the beneficial owner of any of securities reported herein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
RA CAPITAL MANAGEMENT, LLC
20 PARK PLAZA, SUITE 1200
BOSTON, MA 02116

X
P. Kolchinsky is a director.
Kolchinsky Peter
20 PARK PLAZA, SUITE 1200
BOSTON, MA 02116
X X

RA Capital Healthcare Fund LP
20 PARK PLAZA, SUITE 1200
BOSTON, MA 02116

X


Signatures
/s/ Peter Kolchinsky, Manager of RA Capital Management, LLC 2/5/2014
** Signature of Reporting Person Date

/s/ Peter Kolchinsky, individually 2/5/2014
** Signature of Reporting Person Date

/s/ Peter Kolchinsky, Manager of RA Capital Management, LLC, the General Partner of RA Capital Healthcare Fund, L.P. 2/5/2014
** Signature of Reporting Person Date


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