0000935836-20-000144.txt : 20200214 0000935836-20-000144.hdr.sgml : 20200214 20200214142704 ACCESSION NUMBER: 0000935836-20-000144 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200214 DATE AS OF CHANGE: 20200214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Dicerna Pharmaceuticals Inc CENTRAL INDEX KEY: 0001399529 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 205993609 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87866 FILM NUMBER: 20618068 BUSINESS ADDRESS: STREET 1: 33 HAYDEN AVENUE CITY: LEXINGTON STATE: MA ZIP: 02421 BUSINESS PHONE: 617 621 8097 MAIL ADDRESS: STREET 1: 33 HAYDEN AVENUE CITY: LEXINGTON STATE: MA ZIP: 02421 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EcoR1 Capital, LLC CENTRAL INDEX KEY: 0001587114 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 357 TEHAMA STREET #3 CITY: SAN FRANCISCO STATE: CA ZIP: 94103 BUSINESS PHONE: 415-448-6534 MAIL ADDRESS: STREET 1: 357 TEHAMA STREET #3 CITY: SAN FRANCISCO STATE: CA ZIP: 94103 SC 13G/A 1 dicerna13ga2019.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 2)

Dicerna Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

253031108

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[X]       Rule 13d-1(b)

[ ]       Rule 13d-1(c)

[ ]       Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 1 
CUSIP No. 253031108

 

 

1.Names of Reporting Persons.

EcoR1 Capital, LLC

 

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) X

(b)

 

3.SEC Use Only

 

4.Citizenship or Place of Organization Delaware

 

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With:
5. Sole Voting Power -0-
6. Shared Voting Power 3,627,597
7. Sole Dispositive Power -0-
8. Shared Dispositive Power 3,627,597

 

9.Aggregate Amount Beneficially Owned by Each Reporting Person 3,627,597

 

10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ______

 

11.Percent of Class Represented by Amount in Row (9) 5.3%

 

12.Type of Reporting Person (See Instructions) OO, IA

 

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CUSIP No. 253031108

 

 

1.Names of Reporting Persons.

Oleg Nodelman

 

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) X

(b)

 

3.SEC Use Only

 

4.Citizenship or Place of Organization United States

 

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With:
5. Sole Voting Power -0-
6. Shared Voting Power 3,627,597
7. Sole Dispositive Power -0-
8. Shared Dispositive Power 3,627,597

 

9.Aggregate Amount Beneficially Owned by Each Reporting Person 3,627,597

 

10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ______

 

11.Percent of Class Represented by Amount in Row (9) 5.3%

 

12.Type of Reporting Person (See Instructions) IN, HC

 

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CUSIP No. 253031108

 

Item1.
(a)Name of Issuer

Dicerna Pharmaceuticals, Inc.

 

(b)Address of Issuer’s Principal Executive Offices


33 Hayden Avenue, Lexington, MA 02421


 

Item2.
(a)The names of the persons filing this statement are:

EcoR1 Capital, LLC (“EcoR1”) and Oleg Nodelman (“Nodelman”) (collectively, the “Filers”).

 

Each Filer disclaims beneficial ownership of the Stock except to the extent of that person’s
pecuniary interest therein.

 

(b)The principal business office of the Filers is located at:

357 Tehama Street #3, San Francisco, CA 94103

 

(c)For citizenship of Filers, see Item 4 of the cover sheet for each Filer.

 

(d)This statement relates to shares of Common Stock, $0.0001 par value of the Issuer (the “Stock”).

 

(e)The CUSIP number of the Issuer is: 253031108.
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CUSIP No. 253031108

 

Item 3.If this statement is filed pursuant to rule 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)[ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)[ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)[ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)[ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)[ X ] An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E) as to EcoR1.
(f)[ ] An employee benefit plan or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F).
(g)[ X ] A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G)
as to Mr. Nodelman.
(h)[ ] A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i)[ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j)[ ] Group, in accordance with section 240.13d-1(b)(1)(ii)(J).
Item 4.Ownership.

See Items 5-9 and 11 of the cover page for each Filer.

Item 5.Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Item 6.Ownership of More than Five Percent on Behalf of Another Person.

The funds managed by EcoR1 hold the Stock for the benefit of their investors and have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Stock.

Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

Item 8.Identification and Classification of Members of the Group.

EcoR1 is the general partner and investment adviser of investment funds. Mr. Nodelman is the control person of EcoR1.

 

 

Item 9.Notice of Dissolution of Group.

Not applicable.

Item 10.Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2020

 

EcoR1 CAPITAL, LLC

 

 

By: /s/ Oleg Nodelman, Manager

 

 

 

 

 

/s/ Oleg Nodelman

   
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CUSIP No. 253031108

EXHIBIT A

AGREEMENT REGARDING JOINT FILING
OF STATEMENT ON SCHEDULE 13D OR 13G

The undersigned agree to file jointly with the Securities and Exchange Commission (the “SEC”) any and all statements on Schedule 13D, Schedule 13G or Forms 3, 4 or 5 (and any amendments or supplements thereto) required under section 13(d) or 16(a) of the Securities Exchange Act of 1934, as amended, in connection with purchases by the undersigned of the securities of any issuer. For that purpose, the undersigned hereby constitute and appoint EcoR1 Capital, LLC a Delaware limited liability company, as their true and lawful agent and attorney-in-fact, with full power and authority for and on behalf of the undersigned to prepare or cause to be prepared, sign, file with the SEC and furnish to any other person all certificates, instruments, agreements and documents necessary to comply with section 13(d) and section 16(a) of the Securities Exchange Act of 1934, as amended, in connection with said purchases, and to do and perform every act necessary and proper to be done incident to the exercise of the foregoing power, as fully as the undersigned might or could do if personally present.

Dated: February 14, 2020

EcoR1 CAPITAL, LLC

 

 

By: /s/ Oleg Nodelman, Manager

 

 

 

 

 

/s/ Oleg Nodelman