Dicerna Pharmaceuticals
Dicerna Pharmaceuticals Inc (Form: 4, Received: 02/20/2014 15:30:41)
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 *

Weissman James B
2. Issuer Name and Ticker or Trading Symbol

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

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Business Officer
(Last)          (First)          (Middle)

C/O DICERNA PHARMACEUTICALS, INC., 480 ARSENAL STREET, BLDG 1, SUITE 120
3. Date of Earliest Transaction (MM/DD/YYYY)

9/24/2013
(Street)

WATERTOWN, MA 02472
(City)        (State)        (Zip)
4. 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 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   11/5/2013     M    833   A $3.42   833   D    
Common Stock   1/27/2014     M    11283   A $3.24   12116   D    
Common Stock   1/29/2014     P    1000   A $15.00   13116   D    

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
Employee Stock Option (right to buy)   $3.42   1/27/2014     M         11216      (1) 9/24/2023   Common Stock   11216   $0.00   78784   D    
Employee Stock Option (right to buy)   $3.42   1/27/2014     M         67      (2) 4/27/2022   Common Stock   67   $0.00   800   D    
Employee Stock Option (right to buy)   $3.42   11/11/2013     M         733      (2) 4/27/2022   Common Stock   733   $0.00   867   D    
Employee Stock Option (right to buy)   $3.42   11/11/2013     M         100      (3) 4/27/2022   Common Stock   100   $0.00   1500   D    
Employee Stock Option (right to buy)   $3.42   9/24/2013     A      60000         (3) 9/24/2023   Common Stock   60000   $0.00   60000   D    
Employee Stock Option (right to buy)   $3.42   9/24/2013     A      90000         (1) 9/24/2023   Common Stock   90000   $0.00   90000   D    

Explanation of Responses:
( 1)  Vests 1/48 monthly on last day of each month with a vesting start date of 7/30/2013.
( 2)  Vests 25% after the first year anniversary of the vesting start date of 01/01/2012 and the remaining 75% vests at 1/36 per month thereafter.
( 3)  The vesting of this option is subject to achievement of pre-established performance goals.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Weissman James B
C/O DICERNA PHARMACEUTICALS, INC.
480 ARSENAL STREET, BLDG 1, SUITE 120
WATERTOWN, MA 02472


Chief Business Officer

Signatures
/ s John Green 2/17/2014
** 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 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.
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LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints John Green (so long as he works at Corporate Finance Group, Inc.), a Limited Power of Attorney for Dicerna Pharmaceuticals, Inc., a Delaware corporation (the "Company"), as the undersigned's true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:
(1) prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5 (including any amendments thereto) with respect to the securities of the Company, and Form ID or other information to secure an access and any other code and/or CIK number to permit filing via EDGAR with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the "Exchange Act");
(2) 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; and
(3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing. The undersigned acknowledges that:
(1) this Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;
(2) any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;
(3) neither the Company nor such attorney-in-fact assumes (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; and
(4) this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act. The undersigned hereby gives and grants the foregoing attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Section 16 reports with respect to his/her holdings of and transactions in or involving securities issued by the Company, or earlier if revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.
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IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 28 day of January, 2014.

/s James Weissman Signature

James Weissman Print Name

CERTIFICATE OF ACKNOWLEDGMENT

State of [ ] MA
County of [ ] Middlesex

On 1/28/14, before me, Jayne Donnelly, Notary Public, personally appeared James Weissman personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

(NOTARY SEAL)

/s Jayne Donnelly

NOTARY SIGNATURE