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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series A Preferred | (1) | 01/29/2014 | C | 10,000 | (2) | (2) | Common Stock | 10,000 | $ 0 | 0 | I | Langer Family Holdings, LLP | |||
Series B Preferred | (1) | 01/29/2014 | C | 8,586 | (2) | (2) | Common Stock | 8,586 | $ 0 | 0 | I | Langer Family Holdings, LLP | |||
Series C Preferred | (1) | 01/29/2014 | C | 71,428 | (2) | (2) | Common Stock | 71,428 | $ 0 | 0 | I | Langer Family Holdings, LLP | |||
Employee Stock Option (right to buy) | $ 3.42 | 01/27/2014 | M | 8,333 | (3) | (3) | Common Stock | 8,333 | $ 0 | 41,667 | D | ||||
Employee Stock Option (right to buy) | $ 3.42 | 01/27/2014 | M | 540 | (4) | (4) | Common Stock | 540 | $ 0 | 0 | D | ||||
Employee Stock Option (right to buy) | $ 3.42 | 09/24/2013 | A | 50,000 | (3) | (3) | Common Stock | 50,000 | $ 0 | 50,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
LANGER DENNIS C/O DICERNA PHARMACEUTICALS, INC. 480 ARSENAL STREET, BLDG 1, SUITE 120 WATERTOWN, MA 02472 |
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/ s John Green | 02/20/2014 | |
**Signature of Reporting Person | Date |
* | 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) | This amendment to Form 4 is being filed solely to report transactions that occurred within six months before the issuer's IPO. |
(2) | The issuer's outstanding Series A, Series B and Series C Preferred Stock was automatically converted on a one-for-one basis into shares of the issuer's common stock immediately upon the closing of the issuer's IPO and had no expiration date. |
(3) | 1/36 vests on the last day of the month starting, with a vesting start date of 07/30/2013. |
(4) | 1/12 vests per month, commencing 1 year after the vesting start date of 11/15/2008. |