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
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
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*
HOFFMAN STEPHEN J

(Last) (First) (Middle)
525 UNIVERSITY AVENUE

(Street)
PALO ALTO CA 94301

(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)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/04/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
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 02/04/2014 C 312,000 A (1) 312,000 I See Footnote (2)
Common Stock 02/04/2014 C 179,322 A (1) 491,322 I See Footnote (2)
Common Stock 02/04/2014 C 1,043,429 A (1) 1,534,751 I See Footnote (2)
Common Stock 02/04/2014 P 200,000 A $15 1,734,751 I See Footnote (2)
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
Series A Preferred Stock (1) 02/04/2014 C 312,000 (1) (1) Common Stock 312,000 $0 0 I See Footnote (2)
Series B Preferred Stock (1) 02/04/2014 C 179,322 (1) (1) Common Stock 179,322 $0 0 I See Footnote (2)
Series C Preferred Stock (1) 02/04/2014 C 1,043,429 (1) (1) Common Stock 1,043,429 $0 0 I See Footnote (2)
Common Stock Warrant $250 02/04/2014 C 755 (3) (3) Common Stock 755 $0 755 I See Footnote (2)
Series C Preferred Stock Warrants $7 02/04/2014 C 21,697 (4) (4) Common Stock 21,697 $0 0 I See Footnote (2)
Common Stock Warrant (right to buy) $7 02/04/2014 C 21,697 (4) (4) Common Stock 21,697 $0 21,697 I See Footnote (2)
Explanation of Responses:
1. Each share of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock is convertible into one share of the Issuer's Common Stock and will automatically convert into one share of the Issuer's Common Stock upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date.
2. These securities are held by Skyline Ventures Partners V, L.P. ("Skyline V"). Skyline Venture Management V, LLC serves as the sole general partner of Skyline V. The reporting person is a non-managing member of Skyline Venture Management V, LLC. The reporting person disclaims beneficial ownership of the shares reported herein, except to the extent of his pecuniary interest therein.
3. Warrants will expire June 17, 2020.
4. Warrants will expire June 17, 2020.
Stephen Hoffman, M.D., Ph.D. /s/ Kerensa Kenny, Attorney-in-Fact 02/05/2014
** 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.
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.