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*
Novartis Bioventures Ltd

(Last) (First) (Middle)
C/O NOVARTIS INTERNATIONAL AG
WSJ-200.220

(Street)
CH-4002 BASEL V8 0000000000

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Ra Pharmaceuticals, Inc. [ RARX ]
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)
10/31/2016
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 10/31/2016 X 62,914 A $0.07(2) 62,914 D(1)
Common Stock 10/31/2016 S(2) 339 D $13(2) 62,575 D(1)
Common Stock 10/31/2016 C 1,389,797 A (3) 1,452,372 D(1)
Common Stock 10/31/2016 C 522,561 A (4) 1,974,933 D(1)
Common Stock 10/31/2016 C 486,104 A (5) 2,461,037 D(1)
Common Stock 10/31/2016 P 84,615 A $13 2,545,652 D(1)
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
Warrants to Purchase Common Stock $0.07(2) 10/31/2016 X 62,914 (2) 04/01/2022 Common Stock 62,914 (2) 0 D(1)
Series A Preferred Stock (3) 10/31/2016 C 9,728,589 (3) (3) Common Stock 1,389,797 (3) 0 D(1)
Series B-1 Preferred Stock (4) 10/31/2016 C 3,657,932 (4) (4) Common Stock 522,561 (4) 0 D(1)
Series B-2 Preferred Stock (5) 10/31/2016 C 3,402,729 (5) (5) Common Stock 486,104 (5) 0 D(1)
1. Name and Address of Reporting Person*
Novartis Bioventures Ltd

(Last) (First) (Middle)
C/O NOVARTIS INTERNATIONAL AG
WSJ-200.220

(Street)
CH-4002 BASEL V8 0000000000

(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*
NOVARTIS AG

(Last) (First) (Middle)
LICHTSTRASSE 35

(Street)
BASEL V8 CH 4056

(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. The board of directors of Novartis Bioventures Ltd. has sole voting and investment control and power over such securities. None of the members of its board of directors has individual voting or investment power with respect to such securities and each disclaims beneficial ownership of such securities. Novartis Bioventures Ltd. is an indirectly owned subsidiary of Novartis AG.
2. The Warrants automatically exercised immediately prior to the closing of the Issuer's initial public offering for such number of shares issuable pursuant to a cashless net exercise provision, resulting in the Issuer withholding 339 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 62,575 shares, after deducting the aggregate exercise price.
3. Each share of the Series A Preferred Stock is convertible into Common Stock on a 1-for-7 basis automatically upon the closing of the Issuer's initial public offering, and has no expiration date.
4. Each share of the Series B-1 Preferred Stock is convertible into Common Stock on a 1-for-7 basis automatically upon the closing of the Issuer's initial public offering, and has no expiration date.
5. Each share of the Series B-2 Preferred Stock is convertible into Common Stock on a 1-for-7 basis automatically upon the closing of the Issuer's initial public offering, and has no expiration date.
/s/ Simon Zivi, Authorized Signatory /s/ Laurieann Chaikowsky, Authorized Signatory 10/31/2016
/s/ Simon Zivi, Chairman /s/ Laurieann Chaikowsky, Authorized Signatory 10/31/2016
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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