0001399529-21-000198.txt : 20211229
0001399529-21-000198.hdr.sgml : 20211229
20211229161954
ACCESSION NUMBER: 0001399529-21-000198
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20211228
FILED AS OF DATE: 20211229
DATE AS OF CHANGE: 20211229
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: FAMBROUGH DOUGLAS
CENTRAL INDEX KEY: 0001259856
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36281
FILM NUMBER: 211529089
MAIL ADDRESS:
STREET 1: C/O DICERNA PHARMACEUTICALS, INC.
STREET 2: 75 HAYDEN AVENUE
CITY: LEXINGTON
STATE: MA
ZIP: 02421
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Dicerna Pharmaceuticals Inc
CENTRAL INDEX KEY: 0001399529
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 205993609
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 75 HAYDEN AVENUE
CITY: LEXINGTON
STATE: MA
ZIP: 02421
BUSINESS PHONE: 617 621 8097
MAIL ADDRESS:
STREET 1: 75 HAYDEN AVENUE
CITY: LEXINGTON
STATE: MA
ZIP: 02421
4
1
wf-form4_164081277178996.xml
FORM 4
X0306
4
2021-12-28
1
0001399529
Dicerna Pharmaceuticals Inc
DRNA
0001259856
FAMBROUGH DOUGLAS
C/O DICERNA PHARMACEUTICALS, INC.
75 HAYDEN AVENUE
LEXINGTON
MA
02421
1
1
0
0
Chief Executive Officer
Common Stock
2021-12-28
4
D
0
231431
38.25
D
0
D
Restricted Stock Units
2021-12-28
4
D
0
59850
D
Common Stock
59850.0
0
D
Restricted Stock Units
2021-12-28
4
D
0
41250
D
Common Stock
41250.0
0
D
Employee Stock Option (Right to Buy)
2.97
2021-12-28
4
D
0
191330
D
Common Stock
191330.0
0
D
Employee Stock Option (Right to Buy)
3.42
2021-12-28
4
D
0
281250
D
Common Stock
281250.0
0
D
Employee Stock Option (Right to Buy)
3.42
2021-12-28
4
D
0
55055
D
Common Stock
55055.0
0
D
Employee Stock Option (Right to Buy)
9.09
2021-12-28
4
D
0
225000
D
Common Stock
225000.0
0
D
Employee Stock Option (Right to Buy)
9.3
2021-12-28
4
D
0
255000
D
Common Stock
255000.0
0
D
Employee Stock Option (Right to Buy)
11.77
2021-12-28
4
D
0
505000
D
Common Stock
505000.0
0
D
Employee Stock Option (Right to Buy)
16.3
2021-12-28
4
D
0
71900
D
Common Stock
71900.0
0
D
Employee Stock Option (Right to Buy)
16.3
2021-12-28
4
D
0
200000
D
Common Stock
200000.0
0
I
By Trust
Employee Stock Option (Right to Buy)
16.3
2021-12-28
4
D
0
200000
D
Common Stock
200000.0
0
I
By Trust
Employee Stock Option (Right to Buy)
18.5
2021-12-28
4
D
0
225000
D
Common Stock
225000.0
0
D
Employee Stock Option (Right to Buy)
22.58
2021-12-28
4
D
0
250000
D
Common Stock
250000.0
0
D
Employee Stock Option (Right to Buy)
24.05
2021-12-28
4
D
0
247700
D
Common Stock
247700.0
0
D
This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 17, 2021, by and among the Issuer, Novo Nordisk A/S, a Danish aktieselskab ("Novo"), and NNUS New Research, Inc., a Delaware corporation and a wholly owned indirect subsidiary of Novo ("Purchaser"), to which Purchaser completed a tender offer for shares of common stock of Issuer, $0.0001 par value per share (each, a "Share") and thereafter merged with and into the Issuer (the "Merger") effective as of December 28, 2021 (the "Effective Time"). At the Effective Time, each issued and outstanding Share, including the Reporting Person's Shares, was converted into the right to receive $38.25 per Share, in cash, without interest (the "Offer Price") and subject to any withholding of taxes, upon the terms and conditions of the Merger Agreement. From and after the Effective Time, all Shares were no longer outstanding and were automatically cancelled.
Each restricted stock unit ("RSU") represents the contingent right to receive one Share.
At the Effective Time, each Issuer RSU that was then outstanding was cancelled and converted into the right to receive a cash payment equal to (A) the Offer Price multiplied by (B) the total number of Shares subject to such Issuer RSU immediately prior to the Effective Time (without regard to vesting).
Pursuant to the terms of the Merger Agreement, at the Effective Time, each option to purchase Shares granted under an Issuer equity plan (each, an "Issuer Stock Option") that was outstanding and unexercised was cancelled and converted into the right to receive a cash payment equal to (A) the excess, if any, of (x) the Offer Price over (y) the exercise price payable per Share with respect to such Issuer Stock Option, multiplied by (B) the total number of Shares subject to such Issuer Stock Option immediately prior to the Effective Time (without regard to vesting).
This transaction was a bona fide gift of vested stock options to an irrevocable trust for the reporting person's minor child (Child A Trust) for which the reporting person's spouse serves as trustee. The reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
This transaction was a bona fide gift of vested stock options to an irrevocable trust for the reporting person's minor child (Child B Trust) for which the reporting person's spouse serves as trustee. The reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
/s/ Douglas W. Pagan, attorney-in-fact
2021-12-29