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