Dicerna Pharmaceuticals
Dicerna Pharmaceuticals Inc (Form: 3, Received: 12/16/2014 19:41:43)
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 *

Ashburn Theodore

2. Date of Event Requiring Statement (MM/DD/YYYY)
12/15/2014 

3. Issuer Name and Ticker or Trading Symbol

Dicerna Pharmaceuticals Inc [DRNA]

(Last)        (First)        (Middle)

C/O DICERNA PHARMACEUTICALS, INC., 480 ARSENAL STREET BUILDING 1, SUITE 120

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

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
See Remarks /

(Street)

WATERTOWN, MA 02472       

(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)
No securities are beneficially owned   0   D    

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

Explanation of Responses:

Remarks:
Senior Vice President, Product Strategy and Operations

Exhibit List: Exhibit 24 - Power of Attorney

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


See Remarks

Signatures
/s/ Theodore T. Ashburn 12/16/2014
** 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).
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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                                                                     Exhibit 24



                          LIMITED POWER OF ATTORNEY FOR
                        SECTION 16 REPORTING OBLIGATIONS

        Know all by these presents, that the undersigned hereby makes,
constitutes and appoints each of James Dentzer and Michael Todisco, a Limited
Power of Attorney for Dicerna Pharmaceuticals, Inc., a Delaware corporation (the
"Company"), in Mr. Dentzer or Mr. Todisco's capacity, as applicable, as an
employee of 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
earliest of (a) 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, (b) neither Mr. Dentzer nor Mr. Todisco is employed by
the Company, or (c) if revoked by the undersigned in a signed writing delivered
to each such attorney-in-fact.

                        Power of Attorney Signature Page

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 15 day of December, 2014.

                                        /s/ Theodore Ashburn
                                        ----------------------------------------
                                        Signature

                                        Theodore Ashburn
                                        ----------------------------------------
                                        Print Name


--------------------------------------------------
               {PRIVATE}CERTIFICATE OF
                   ACKNOWLEDGMENT
--------------------------------------------------
{PRIVATE}State of [    ]MA.
County of [   ]Middlese x


On 12/15/14, before me, Jayne Donnelly, Notary Public, personally appeared
Theodore Ashburn 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)     NOTARY SIGNATURE      /s/ Jayne Donnelly
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                                        EXP. 2/28/19