FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * HOFFMAN STEPHEN J   2. Issuer Name and Ticker or Trading Symbol Dicerna Pharmaceuticals Inc [DRNA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 525 UNIVERSITY AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 02/04/2014 (Street) PALO ALTO, CA 94301 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) 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 02/04/2014   C   312,000 A (1) 312,000 I See Footnote (2) Common Stock 02/04/2014   C   179,322 A (1) 491,322 I See Footnote (2) Common Stock 02/04/2014   C   1,043,429 A (1) 1,534,751 I See Footnote (2) Common Stock 02/04/2014   P   200,000 A $ 15 1,734,751 I See Footnote (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities (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 of Derivative Security: 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 A Preferred Stock	(1)	02/04/2014		C			312,000	(1)	(1)	Common Stock	312,000	$ 0	0	I	See Footnote (2)
Series B Preferred Stock	(1)	02/04/2014		C			179,322	(1)	(1)	Common Stock	179,322	$ 0	0	I	See Footnote (2)
Series C Preferred Stock	(1)	02/04/2014		C			1,043,429	(1)	(1)	Common Stock	1,043,429	$ 0	0	I	See Footnote (2)
Common Stock Warrant	$ 250	02/04/2014		C		755		(3)	(3)	Common Stock	755	$ 0	755	I	See Footnote (2)
Series C Preferred Stock Warrants	$ 7	02/04/2014		C			21,697	(4)	(4)	Common Stock	21,697	$ 0	0	I	See Footnote (2)
Common Stock Warrant (right to buy)	$ 7	02/04/2014		C		21,697		(4)	(4)	Common Stock	21,697	$ 0	21,697	I	See Footnote (2)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
HOFFMAN STEPHEN J 525 UNIVERSITY AVENUE PALO ALTO, CA 94301	X	X

Signatures

Stephen Hoffman, M.D., Ph.D. /s/ Kerensa Kenny, Attorney-in-Fact		02/05/2014
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Each share of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock is convertible into one share of the Issuer's Common Stock and will automatically convert into one share of the Issuer's Common Stock upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date.
(2)	These securities are held by Skyline Ventures Partners V, L.P. ("Skyline V"). Skyline Venture Management V, LLC serves as the sole general partner of Skyline V. The reporting person is a non-managing member of Skyline Venture Management V, LLC. The reporting person disclaims beneficial ownership of the shares reported herein, except to the extent of his pecuniary interest therein.
(3)	Warrants will expire June 17, 2020.
(4)	Warrants will expire June 17, 2020.

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