Dicerna Pharmaceuticals
Dicerna Pharmaceuticals Inc (Form: 4, Received: 01/12/2016 16:06:52)
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 *

Bhargava Pankaj
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 Medical Officer
(Last)          (First)          (Middle)

C/O DICERNA PHARMACEUTICALS, INC., 87 CAMBRIDGEPARK DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

1/8/2016
(Street)

CAMBRIDGE, MA 02140
(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

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)   $9.09   1/8/2016     A      75000         (1) 1/8/2026   Common Stock   75000   $0.00   75000   D    

Explanation of Responses:
( 1)  The option vests in 48 monthly installments over the four-year period with a vesting start date of January 8, 2016, subject in each case to the reporting person's continued employment with the issuer through the applicable vesting date.

Remarks:
Exhibit 24.1 - Power of Attorney

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Bhargava Pankaj
C/O DICERNA PHARMACEUTICALS, INC.
87 CAMBRIDGEPARK DRIVE
CAMBRIDGE, MA 02140


Chief Medical Officer

Signatures
/s/ Michael Todisco, attorney-in-fact 1/12/2016
** 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 each of Douglas Fambrough and Michael Todisco, or
either of them acting individually, and with full power of substitution, the
undersigned's true and lawful attorney-in-fact to:

        (1)     prepare, execute in the undersigned's name and on the
                undersigned's behalf, and submit to the U.S. Securities and
                Exchange Commission (the "SEC") a Form ID, including amendments
                thereto, and any other documents necessary or appropriate to
                obtain codes and passwords enabling the undersigned to make
                electronic filings with the SEC of reports required by Section
                16(a) of the Securities Exchange Act of 1934 (the "Exchange
                Act") or any rule or regulation of the SEC;

        (2)     execute for and on behalf of the undersigned, in the
                undersigned's capacity as an officer and/or director of Dicerna
                Pharmaceuticals, Inc. (the "Company"), Forms 3, 4, and
                5 in accordance with Section 16(a) of the Exchange Act and
                the rules thereunder;

        (3)     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;

        (4)     do and perform any and all acts for and on behalf of the
                undersigned which may be necessary or desirable to complete and
                execute any such Form 3, 4, or 5, complete and execute any
                amendment or amendments thereto, and timely file such form with
                the SEC and any stock exchange or similar authority; and

        (5)     take any other action of any type whatsoever in connection with
                the foregoing which, in the opinion of such attorney-in-fact,
                may be of benefit to, in the best interest of, or legally
                required by, the undersigned, it being understood that the
                documents executed by such attorney-in-fact on behalf of the
                undersigned pursuant to this Power of Attorney shall be in such
                form and shall contain such terms and conditions as such
                attorney-in-fact may approve in such attorney-in-fact's
                discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming nor relieving, nor is the Company assuming nor
relieving, any of the undersigned's responsibilities to comply with Section 16
of the Exchange Act. The undersigned acknowledges that neither the Company nor
the foregoing attorneys-in-fact assume (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.

        This Power of Attorney shall remain in full force and effect until the
earliest of (a) the undersigned is no longer required to file Forms 3, 4, and 5
in accordance with Section 16(a) of the Exchange Act and the rules thereunder
with respect to the undersigned's holdings of and transactions in securities
issued by the Company, (b) neither Douglas Fambrough nor Michael Todisco is
employed by the Company, or (c) if revoked by the undersigned in a signed
writing delivered to each such attorney-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 11th day of January, 2016.

                                        /s/ Pankaj Bhargava
                                        ----------------------------------------
                                        Signature

                                        Pankaj Bhargava
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                                        Print Name