Dicerna Pharmaceuticals
Dicerna Pharmaceuticals Inc (Form: 3, Received: 01/29/2014 19:37:19)
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 *

Flynn James E

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)

780 THIRD AVENUE, 37TH FLOOR

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

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          ___ X ___ Other (specify below)
/ Possible Member of 10% Group

(Street)

NEW YORK, NY 10017       

(City)              (State)              (Zip)
5. 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 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 C Preferred Stock     (1)   (1) Common Stock   196071     (1) I   (2) Through Deerfield Special Situations Fund, L.P.   (3)
Series C Preferred Stock     (1)   (1) Common Stock   161071     (1) I   (2) Through Deerfield Special Situations International Master Fund, L.P.   (3)
Series C Preferred Stock     (1)   (1) Common Stock   499285     (1) I   (2) Through Deerfield Private Design Fund II, L.P.   (3)
Series C Preferred Stock     (1)   (1) Common Stock   572142     (1) I   (2) Through Deerfield Private Design International II, L.P.   (3)

Explanation of Responses:
( 1)  The Series C Preferred Stock is convertible at any time into the Issuer's Common Stock, on a one-for-one basis and has no expiration date. The Series C Preferred Stock is to convert into shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering of Common Stock.
( 2)  This Form 3 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons").
( 3)  Deerfield Mgmt, L.P. is the general partner of Deerfield Special Situations Fund, L.P., Deerfield Special Situations International Master Fund, L.P., Deerfield Private Design Fund II, L.P. and Deerfield Private Design International, L.P. (collectively, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P. and Deerfield Management Company, L.P. In accordance with Instruction 5 (b)(iv) to Form 3, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

Remarks:
Jonathan Isler, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 to a Form 4 with regard to Talon Therapeutics, Inc. filed with the Securities and Exchange Commission on August 21, 2012 by Deerfield Mgmt L.P., Deerfield Management Company, L.P., Deerfield Special Situations Fund, L.P., Deerfield Special Situations Fund International, Limited, Deerfield Private Design Fund, L.P., Deerfield Private Design International, L.P. and James E. Flynn.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Flynn James E
780 THIRD AVENUE
37TH FLOOR
NEW YORK, NY 10017

X
Possible Member of 10% Group
Deerfield Mgmt L.P.
780 THIRD AVENUE
37TH FLOOR
NEW YORK, NY 10017

X
Possible Member of 10% Group
DEERFIELD MANAGEMENT CO
780 THIRD AVENUE, 37TH FLOOR
NEW YORK, NY 10017

X
Possible Member of 10% Group
Deerfield Special Situations Fund, L.P.
780 3RD AVENUE
37TH FLOOR
NEW YORK, NY 10017

X
Possible Member of 10% Group
Deerfield Special Situations International Master Fund, L.P.
780 THIRD AVENUE, 37TH FLOOR
NEW YORK, NY 10017

X
Possible Member of 10% Group
Deerfield Private Design Fund II, L.P.
780 THIRD AVENUE, 37TH FLOOR
NEW YORK, NY 10017

X
Possible Member of 10% Group
Deerfield Private Design International II, Ltd.
780 THIRD AVENUE, 37TH FLOOR
NEW YORK, NY 10017

X
Possible Member of 10% Group

Signatures
/s/ Jonathan Isler 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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Joint Filer Information

Names:
Deerfield Mgmt, L.P.,  Deerfield Management Company, L.P.,
Deerfield Special Situations Fund, L.P., Deerfield Special Situations International Master Fund, L.P.,
Deerfield Private Design Fund II, L.P., Deerfield Private Design International II, L.P.
   
Address:
780 Third Avenue, 37 th Floor
New York, NY  10017
   
Designated Filer:
James E. Flynn
   
Issuer and Ticker Symbol:
Dicerna Pharmaceuticals, Inc. [DRNA]
   
Date of Earliest Transaction Reported:   
January 29, 2014
 
The undersigned, Deerfield Mgmt, L.P.,  Deerfield Management Company, L.P., Deerfield Special Situations Fund, L.P., Deerfield Special Situations International Master Fund, L.P., Deerfield Private Design Fund II, L.P. and Deerfield Private Design International II, L.P. are jointly filing the attached Initial Statement of Beneficial Ownership on Form 3 with James E. Flynn with respect to the beneficial ownership of securities of Dicerna Pharmaceuticals, Inc.

Signatures:


DEERFIELD MGMT, L.P.

By:  J.E. Flynn Capital LLC, General Partner

By: /s/ Jonathan Isler
       Jonathan Isler, Attorney-In-Fact

 
DEERFIELD MANAGEMENT COMPANY, L.P.

By:  Flynn Management LLC, General Partner

By: /s/ Jonathan Isler
       Jonathan Isler, Attorney-In-Fact

 
DEERFIELD SPECIAL SITUATIONS FUND, L.P.

By:  Deerfield Mgmt, L.P., General Partner

By:  J.E. Flynn Capital LLC, General Partner

By: /s/ Jonathan Isler
       Jonathan Isler, Attorney-In-Fact

 
DEERFIELD SPECIAL SITUATIONS INTERNATIONAL MASTER FUND, L.P.

By:  Deerfield Mgmt, L.P., General Partner

By:  J.E. Flynn Capital LLC, General Partner

By: /s/ Jonathan Isler
       Jonathan Isler, Attorney-In-Fact

 
DEERFIELD PRIVATE DESIGN FUND II, L.P.

By:  Deerfield Mgmt, L.P., General Partner

By:  J.E. Flynn Capital, LLC, General Partner

By:  /s/ Jonathan Isler
       Jonathan Isler, Attorney-In-Fact


DEERFIELD PRIVATE DESIGN INTERNATIONAL II, L.P.

By:  Deerfield Mgmt, L.P., General Partner

By:  J.E. Flynn Capital, LLC, General Partner

By:  /s/ Jonathan Isler
       Jonathan Isler, Attorney-In-Fact