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^*

FAMBROUGH DOUGLAS

(Last)

(First)

(Middle)

C/O DICERNA PHARMACEUTICALS, INC.

480 ARSENAL STREET, BLDG 1, SUITE 120

(Street)

WATERTOWN

02472

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/29/2014

3. Issuer Name and Ticker or Trading Symbol
Dicerna Pharmaceuticals Inc [ DRNA ]

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

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

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	12,300	D

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)
Employee Stock Option (right to buy)	⁽¹⁾	06/08/2020	Common Stock	1,050	$3.42	D
Employee Stock Option (right to buy)	⁽²⁾	10/14/2020	Common Stock	1,450	$3.42	D
Employee Stock Option (right to buy)	⁽³⁾	09/24/2023	Common Stock	281,250	$3.42	D
Employee Stock Option (right to buy)	⁽⁴⁾	09/24/2023	Common Stock	281,489	$3.42	D

Explanation of Responses:

1. 20% vests 05/06/2011 and 20% vests on last day of month for 12 months thereafter. Remaining 60% vests over 24 months thereafter on last day of month.The total options awarded was 6,000, which 4,950 have been exercised.

2. 20% vests on 08/05/2011 and 20% vests in installments on 5th day of month for 12 months thereafter. Remaining 60% vests over 24 months thereafter. The total options awarded was 5,800, of which 4,350 have been exercised.

3. The vesting of this option is subject to achievement of pre-established performance goals.

4. Vests 1/48 monthly on last day of each month with a vesting start date of 07/30/2013.

Remarks:

	/s John Green	01/29/2014
	** 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 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.