0001399529-21-000199.txt : 20211229 0001399529-21-000199.hdr.sgml : 20211229 20211229162011 ACCESSION NUMBER: 0001399529-21-000199 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: Freed Martin I CENTRAL INDEX KEY: 0001676653 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36281 FILM NUMBER: 211529095 MAIL ADDRESS: STREET 1: 87 CAMBRIDGEPARK DRIVE CITY: CAMBRIDGE STATE: MA ZIP: 02140 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_164081279696519.xml FORM 4 X0306 4 2021-12-28 1 0001399529 Dicerna Pharmaceuticals Inc DRNA 0001676653 Freed Martin I C/O DICERNA PHARMACEUTICALS, INC. 75 HAYDEN AVENUE LEXINGTON MA 02421 1 0 0 0 Common Stock 2021-12-28 4 U 0 3333 38.25 D 0 D Restricted Stock Units 2021-12-28 4 D 0 3333 D Common Stock 3333.0 0 D Director Stock Option (Right to Buy) 3.26 2021-12-28 4 D 0 25000 D Common Stock 25000.0 0 D Director Stock Option (Right to Buy) 3.42 2021-12-28 4 D 0 25000 D Common Stock 25000.0 0 D Director Stock Option (Right to Buy) 13.08 2021-12-28 4 D 0 25000 D Common Stock 25000.0 0 D Director Stock Option (Right to Buy) 15.44 2021-12-28 4 D 0 25000 D Common Stock 25000.0 0 D Director Stock Option (Right to Buy) 21.61 2021-12-28 4 D 0 15000 D Common Stock 15000.0 0 D Director Stock Option (Right to Buy) 30.47 2021-12-28 4 D 0 15000 D Common Stock 15000.0 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 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 subject to the 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). /s/ Douglas W. Pagan, attorney-in-fact 2021-12-29