0000899243-17-029183.txt : 20171219 0000899243-17-029183.hdr.sgml : 20171219 20171219165208 ACCESSION NUMBER: 0000899243-17-029183 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171218 FILED AS OF DATE: 20171219 DATE AS OF CHANGE: 20171219 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Koppel Adam CENTRAL INDEX KEY: 0001578965 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36281 FILM NUMBER: 171264597 MAIL ADDRESS: STREET 1: C/O BROOKSIDE CAPITAL, LLC STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON ST CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Schwartz Jeffrey Lawrence CENTRAL INDEX KEY: 0001702957 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36281 FILM NUMBER: 171264598 MAIL ADDRESS: STREET 1: C/O BAIN CAPITAL LIFE SCIENCES, LP STREET 2: 200 CLARENDON STRERET CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bain Capital Life Sciences Investors, LLC CENTRAL INDEX KEY: 0001703031 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36281 FILM NUMBER: 171264602 BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6175162878 MAIL ADDRESS: STREET 1: 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BCIP Life Sciences Associates, LP CENTRAL INDEX KEY: 0001702921 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36281 FILM NUMBER: 171264599 BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6175162878 MAIL ADDRESS: STREET 1: 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bain Capital Life Sciences Fund, L.P. CENTRAL INDEX KEY: 0001687968 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36281 FILM NUMBER: 171264600 BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-516-2000 MAIL ADDRESS: STREET 1: 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bain Capital Life Sciences Partners, LP CENTRAL INDEX KEY: 0001703030 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36281 FILM NUMBER: 171264601 BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6175162878 MAIL ADDRESS: STREET 1: 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Dicerna Pharmaceuticals Inc CENTRAL INDEX KEY: 0001399529 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 87 CAMBRIDGEPARK DRIVE CITY: CAMBRIDGE STATE: MA ZIP: 02140 BUSINESS PHONE: 617 621 8097 MAIL ADDRESS: STREET 1: 87 CAMBRIDGEPARK DRIVE CITY: CAMBRIDGE STATE: MA ZIP: 02140 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-12-18 0 0001399529 Dicerna Pharmaceuticals Inc DRNA 0001703031 Bain Capital Life Sciences Investors, LLC 200 CLARENDON STREET BOSTON MA 02116 1 0 1 0 0001703030 Bain Capital Life Sciences Partners, LP 200 CLARENDON STREET BOSTON MA 02116 1 0 1 0 0001687968 Bain Capital Life Sciences Fund, L.P. 200 CLARENDON STREET BOSTON MA 02116 1 0 1 0 0001702921 BCIP Life Sciences Associates, LP 200 CLARENDON STREET BOSTON MA 02116 1 0 1 0 0001702957 Schwartz Jeffrey Lawrence 200 CLARENDON STREET BOSTON MA 02116 1 0 1 0 0001578965 Koppel Adam 200 CLARENDON STREET BOSTON MA 02116 1 0 1 0 Common Stock 2017-12-18 4 P 0 285000 7.00 A 285000 I See footnotes Common Stock 2017-12-18 4 M 0 8454388 A 8739388 I See footnotes Common Stock 2017-12-18 4 A 0 190849 A 8930237 I See footnotes Redeemable Convertible Preferred Stock 2017-12-18 4 M 0 250000 3.19 D Common Stock 8454388 0 I See footnotes On December 18, 2017, Bain Capital Life Sciences Fund, L.P. ("BC LS") and BCIP Life Sciences Associates, LP ("BCIP LS" and, together with BC LS, the "Bain Life Sciences Entities") purchased 257,798 and 27,202 shares of common stock, respectively, in an underwritten public offering. Each share of Redeemable Convertible Preferred Stock had a stated value of $100 (the "Stated Value") and accrued dividends daily at an initial rate of 12% per annum, which was reduced to 8% per annum on October 28, 2017 in accordance with the Certificate of Designations for the Redeemable Convertible Preferred Stock. The Stated Value, as adjusted to give effect to such dividends, was referred to as the "Accrued Value." Each share of Redeemable Convertible Preferred Stock was convertible, at the option of the holder or, upon the occurrence of certain events, at the option of the Issuer, into a number of shares of common stock determined by dividing the Accrued Value by the conversion price. The Redeemable Convertible Preferred Stock was not convertible to the extent that such conversion would have resulted in the beneficial owner of such Redeemable Convertible Preferred Stock and its affiliates owning in excess of 19.99% of the Issuer's voting power. On December 18, 2017, the 226,139 shares of Redeemable Convertible Preferred Stock held by BC LS and the 23,861 shares of Redeemable Convertible Preferred Stock held by BCIP LS were converted, at the option of the Bain Life Sciences Entities, into 7,647,468 and 806,920 shares of common stock, respectively. On December 18, 2017, each of BC LS and BCIP LS received an additional 172,633 and 18,216 shares of common stock, respectively, from the Issuer representing the additional dividend accruals on the Redeemable Convertible Preferred Stock that each of BC LS and BCIP LS would have been entitled to receive up to and including March 31, 2018. Bain Capital Life Sciences Investors, LLC ("BCI LS") is the general partner of Bain Capital Life Sciences Partners, LP ("BC LS P"), which is the general partner of BC LS. As a result, BC LS P may be deemed to share voting and dispositive power with respect to the securities held by BC LS. The governance, investment strategy and decision-making process with respect to the investments held by the Bain Life Sciences Entities is directed by BCI LS, whose managers are Jeffrey Schwartz and Adam Koppel. As a result, BCI LS, Mr. Schwartz and Dr. Koppel may each be deemed to share voting and dispositive power with respect to the securities held by the Bain Life Sciences Entities. BCI LS, Mr. Schwartz and Dr. Koppel each disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. Dr. Koppel is a director of the Issuer. BAIN CAPITAL LIFE SCIENCES INVESTORS, LLC, By: /s/ Adam Koppel, Managing Director 2017-12-19 BAIN CAPITAL LIFE SCIENCES PARTNERS, LP, By: Bain Capital Life Sciences Investors, LLC, its general partner, By: /s/ Adam Koppel, Managing Director 2017-12-19 BAIN CAPITAL LIFE SCIENCES FUND, L.P., By: Bain Capital Life Sciences Partners, LP, its general partner, By: Bain Capital Life Sciences Investors, LLC, its general partner, By: /s/ Adam Koppel, Managing Director 2017-12-19 BCIP LIFE SCIENCES ASSOCIATES, LP, By: Boylston Coinvestors, LLC, its general partner, By: /s/ Adam Koppel, Authorized Signatory 2017-12-19 /s/ Jeffrey Schwartz 2017-12-19 /s/ Adam Koppel 2017-12-19