SEC FORM 4/A SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Weissman James B

(Last) (First) (Middle)
C/O DICERNA PHARMACEUTICALS, INC.
33 HAYDEN AVENUE

(Street)
LEXINGTON MA 02421

(City) (State) (Zip)
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 Operating Officer & EVP
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
07/06/2020
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 07/01/2020 M 4,360 A $2.97 26,220 D
Common Stock 07/01/2020 S(1)(2) 3,053(1) D $26.3881(3) 23,167 D
Common Stock 07/01/2020 S(1)(2) 1,307(1) D $26.8678(4) 21,860 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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) $2.97 07/01/2020 M 4,360 (5) 01/03/2027 Common Stock 4,360 $0.00 25,980 D
Explanation of Responses:
1. The Reporting Person sold an aggregate of 4,360 shares of common stock on July 1, 2020 (the "Shares Sold") as reported in this Form 4. The Shares Sold represent 0.57% of 761,598 shares of common stock, which is the number of shares of common stock owned by the Reporting Person prior to the Shares Sold transaction reported in this Form 4, as well as shares issuable upon exercise or settlement of vested and unvested options and restricted stock units held by the Reporting Person as of the date of this report.
2. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 25, 2019.
3. The price reported in Column 4 is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $25.75 to $26.705, inclusive. The Reporting Person undertakes to provide to Dicerna Pharmaceuticals, Inc., any security holder of Dicerna Pharmaceuticals, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (3) to this Form 4.
4. The price reported in Column 4 is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $26.77 to $26.94, inclusive. The Reporting Person undertakes to provide to Dicerna Pharmaceuticals, Inc., any security holder of Dicerna Pharmaceuticals, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (4) to this Form 4.
5. The option vests in 48 monthly installments over the four-year period starting on the last day of January 2017, subject in each case to the Reporting Person's continued employment or service with the Issuer through the applicable vesting date.
Remarks:
This amended Form 4 is being filed solely to attach a power of attorney granted by the Reporting Person which was not previously attached. All other information in the original Form 4 remains the same. The original Form 4 was timely filed on July 6, 2020. Exhibit 24 - Power of Attorney
/s/ Douglas W. Pagan, attorney-in-fact 09/04/2020
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                         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, Douglas W. Pagan and Tim Bernstein, 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., a Delaware corporation (the "Company"), Forms 3,
         4, and 5, including amendments thereto, in accordance with Section
         16(a) of the Exchange Act and the rules and regulations 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 such attorney-in-
         fact 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
undersigned is no longer required to file such forms with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact. This Power of Attorney supersedes any prior power
of attorney in connection with the undersigned's capacity as an officer and/or
director of the Company. This Power of Attorney shall expire as to any
individual attorney-in-fact if such attorney-in-fact ceases to be an employee of
the Company.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 1st day of July, 2020.

                                          /s/ James B. Weissman
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                                          Signature

                                          James B. Weissman
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