FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Ra Pharmaceuticals, Inc. [ RARX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 10/31/2016 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 10/31/2016 | C | 616,646 | A | (4) | 616,646 | I | See footnotes(1)(2) | ||
Common Stock | 10/31/2016 | C | 573,624(3) | A | (5) | 1,190,270 | I | See footnote(2) | ||
Common Stock | 10/31/2016 | P | 161,538(6) | A | $13 | 1,351,808(7) | I | See footnote(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series B-1 Preferred Stock | (4) | 10/31/2016 | C | 4,316,531(8) | (4) | (4) | Common Stock | 616,646(1) | (4) | 0 | I | See footnotes(2) | |||
Series B-2 Preferred Stock | (5) | 10/31/2016 | C | 4,015,378(9) | (5) | (5) | Common Stock | 573,624(3) | (5) | 0 | I | See footnote(2) |
Explanation of Responses: |
1. These securities include 507,500 shares held by RA Capital Healthcare Fund, L.P. (the "Fund") and 109,146 shares held in an account owned by Blackwell Partners LLC-Series A (the "Blackwell Account"). |
2. RA Capital Management, LLC (the "Adviser") is the general partner of the Fund and the investment adviser of the Blackwell Account. Peter Kolchinsky is the sole manager of the Adviser, and Mr. Shah is a managing director of the Adviser. Mr. Shah has no pecuniary interest in the reported securities held in the Blackwell Account and therefore disclaims beneficial ownership of those securities. Mr. Shah disclaims beneficial ownership of the reported securities held by the Fund except to the extent of his pecuniary interest therein. |
3. These securities include 472,093 shares held by the Fund and 101,531 shares held in the Blackwell Account. |
4. Each share of the Series B-1 Preferred Stock converted into Common Stock on a 1-for-7 basis automatically upon the closing of the Issuer's initial public offering, and had no expiration date. |
5. Each share of the Series B-2 Preferred Stock converted into Common Stock on a 1-for-7 basis automatically upon the closing of the Issuer's initial public offering, and had no expiration date. |
6. These securities include 132,357 shares held by the Fund and 29,181 shares held in the Blackwell Account. |
7. These securities include 1,111,950 shares held by the Fund and 239,858 shares held in the Blackwell Account. |
8. These securities include 3,552,506 shares held by the Fund and 764,025 shares held in the Blackwell Account. |
9. These securities include 3,304,656 shares held by the Fund and 710,722 shares held in the Blackwell Account. |
/s/ Benjamin Piper, Attorney-in-Fact | 10/31/2016 | |
** 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 4 (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. |