SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Lettmann Jason

(Last)

(First)

(Middle)

C/O MORGENTHALER VENTURE PARTNERS IX, LP

3200 ALPINE ROAD

(Street)

PORTOLA VALLEY

94028

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/25/2016

3. Issuer Name and Ticker or Trading Symbol
Ra Pharmaceuticals, Inc. [ RARX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	17,142	I⁽¹⁾	See footnotes

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrants to Purchase Common Stock	⁽²⁾	04/01/2022	Common Stock	63,019	$0.07	I	See footnotes⁽¹⁾
Series A Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	1,392,130	⁽³⁾	I	See footnotes⁽¹⁾
Series B-1 Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	523,438	⁽⁴⁾	I	See footnotes⁽¹⁾
Series B-2 Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	486,919	⁽⁵⁾	I	See footnotes⁽¹⁾
Series B-1 Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	542,702	⁽⁴⁾	I	See footnotes⁽⁶⁾
Series B-1 Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	73,945	⁽⁴⁾	I	See footnotes⁽⁷⁾
Series B-2 Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	504,839	⁽⁵⁾	I	See footnotes⁽⁶⁾
Series B-2 Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	68,786	⁽⁵⁾	I	See footnotes⁽⁷⁾

Explanation of Responses:

1. The securities are held by Morgenthaler Venture Partners IX, L.P. ("MVP IX"). The general partner of MVP IX is Morgenthaler Management Partners IX, LLC ("MMP IX"). MMP IX may be deemed to indirectly beneficially own the securities directly held by MVP IX. Jason Lettmann, a director of the Issuer, is a Member of MMP IX and as such, shares voting and investment power over the securities directly held by MVP IX. MMP IX and Jason Lettmann disclaim beneficial ownership of the securities held by MVP IX except to the extent of their respective pecuniary interests therein.

2. The Warrants to Purchase Common Stock have a $0.07 exercise price and are automatically exercised for shares of Common Stock on a net issuance basis upon consummation of the Issuer's initial public offering of Common Stock.

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.

6. Shares held by Lightstone Ventures, L.P. LSV Associates, LLC, or LSV GP, is the General Partner of Lightstone Ventures, L.P. ( "LSV"). LSV GP and the managing directors of LSV GP disclaim beneficial ownership of the shares held by LSV except to the extent of their pecuniary interest therein.

7. Shares held by Lightstone Ventures (A), L.P. LSV GP is the General Partner of Lightstone Ventures (A), L.P. ("LSV-A"). LSV GP and the managing directors of LSV GP disclaim beneficial ownership of the shares held by LSV-A except to the extent of their pecuniary interest therein.

Remarks:

Exhibit 24.1: Limited Power of Attorney

	/s/ Benjamin Piper, Attorney-in-Fact	10/25/2016
	** 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 5 (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.