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*
Skyline Venture Partners V LP

(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)
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)
Form filed by One Reporting Person
X 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)
1. Name and Address of Reporting Person*
Skyline Venture Partners V LP

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

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Skyline Venture Management V, LLC

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

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Freund John Gordon

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

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
KANEKO YASUNORI

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

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Each share of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock converted 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"). John G. Freund, M.D. and Yasunori Kaneko, M.D. are Managing Directors of Skyline Venture Management V, LLC, the general partner of Skyline V, and may be deemed to share voting and dispositive power over the shares held by Skyline V. Stephen Hoffman, M.D., Ph.D. is a member of Skyline Venture Management V, LLC and may be deemed to share voting and dispositive power over the shares held by Skyline V. Each of Drs. Freund, Kaneko and Hoffman disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
3. Warrants will expire June 17, 2020.
4. Warrants will expire June 17, 2020.
SKYLINE VENTURE PARTNERS V, L.P. By: SKYLINE VENTURE MANAGEMENT V, LLC Its: General Partner Kerensa Kenny, Attorney-in-Fact 02/05/2014
SKYLINE VENTURE MANAGEMENT V, LLC Kerensa Kenny, Attorney-in-Fact 02/05/2014
JOHN G. FREUND, M.D. Kerensa Kenny, Attorney-in-Fact 02/05/2014
YASUNORI KANEKO, M.D. 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).
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