UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(a) and Amendments Thereto Filed
Pursuant to § 240.13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Dicerna Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, $0.0001
par value per share
(Title of Class of Securities)
253031108
(CUSIP Number)
Bain Capital Life Sciences Investors, LLC
200 Clarendon Street
Boston, MA 02116
617-516-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 4, 2019
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
The information required on 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, as amended (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).
CUSIP No. 253031108 | 13D/A | Page 2 of 5 |
1 | Names of Reporting Persons
Bain Capital Life Sciences Fund, L.P. | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds
WC | |||||
5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
Cayman Islands |
Number of Shares Beneficially Owned by Each Reporting Person With
|
7 | Sole Voting Power
0 shares of Common Stock | ||||
8 | Shared Voting Power
3,690,803 shares of Common Stock | |||||
9 | Sole Dispositive Power
0 shares of Common Stock | |||||
10 | Shared Dispositive Power
3,690,803 shares of Common Stock |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,690,803 shares of Common Stock | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
5.4% | |||||
14 | Type of Reporting Person
PN |
CUSIP No. 253031108 | 13D/A | Page 3 of 5 |
1 | Names of Reporting Persons
BCIP Life Sciences Associates, LP | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds
WC | |||||
5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With
|
7 | Sole Voting Power
0 shares of Common Stock | ||||
8 | Shared Voting Power
389,434 shares of Common Stock | |||||
9 | Sole Dispositive Power
0 shares of Common Stock | |||||
10 | Shared Dispositive Power
389,434 shares of Common Stock |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
389,434 shares of Common Stock | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
0.6% | |||||
14 | Type of Reporting Person
PN |
CUSIP No. 253031108 | 13D/A | Page 4 of 5 |
This Amendment No. 5 to Schedule 13D relates to the Common Stock of Dicerna Pharmaceuticals, Inc. and amends the initial statement on Schedule 13D filed by the Reporting Persons on April 13, 2017, as amended by Amendment No. 1 filed on September 18, 2017, Amendment No. 2 filed on December 19, 2017, Amendment No. 3 filed on May 31, 2019 and Amendment No. 4 filed on November 21, 2019 (the Initial Statement and, as further amended by this Amendment No. 5, the Schedule 13D). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement.
Item 5. Interest in Securities of the Issuer
Item 5 of the Initial Statement is hereby amended and restated as follows:
The information set forth in or incorporated by reference in Items 2, 3 and 4 and on the cover pages of this Schedule 13D is incorporated by reference in its entirety into this Item 5.
(a), (b) As of December 6, 2019, Bain Capital Life Sciences Fund, L.P. (BC LS) held 3,690,803 shares of Common Stock, representing approximately 5.4% of the Issuers outstanding shares of Common Stock, and BCIP Life Sciences Associates, LP (BCIP LS and, together with BC LS, the Reporting Persons) held 389,434 shares of Common Stock, representing approximately 0.6% of the Issuers outstanding shares of Common Stock. As a result of the foregoing and the relationships described in Item 2(a), the Reporting Persons may be deemed to beneficially own in the aggregate 4,080,237 shares of Common Stock, representing approximately 6.0% of the Issuers outstanding shares of Common Stock. The percentage of the Issuers outstanding shares of Common Stock held by the Reporting Persons is based on 68,431,048 shares of Common Stock outstanding as of November 4, 2019, as reported in the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2019. The foregoing gives effect to the sale of shares described in Item 5(c) below.
(c) On December 4, 2019, the Reporting Persons sold an aggregate of 1,500,000 shares of Common Stock at a price of $24.68 pursuant to Rule 144 under the Securities Act of 1933, as amended, for aggregate consideration of $37,020,000. In the transaction, BC LS sold 1,356,834 shares and BCIP LS sold 143,166 shares.
(d) Except as otherwise described in this Item 5, no one other than the Reporting Persons has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, any of the Common Stock beneficially owned by the Reporting Persons as described in this Item 5.
(e) Not applicable.
CUSIP No. 253031108 | 13D/A | Page 5 of 5 |
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: December 6, 2019
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 | |
Name: | Adam Koppel | |
Title: | Managing Director | |
BCIP Life Sciences Associates, LP By: Boylston Coinvestors, LLC, its general partner | ||
By: | /s/ Adam Koppel | |
Name: | Adam Koppel | |
Title: | Authorized Signatory |