Statement of Changes in Beneficial Ownership (4)
29 Diciembre 2021 - 3:21PM
Edgar (US Regulatory)
FORM 4
[X]
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
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
KOZIN MARC D |
2. Issuer Name and Ticker or Trading Symbol
Dicerna Pharmaceuticals Inc
[
DRNA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O DICERNA PHARMACEUTICALS, INC., 75 HAYDEN AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/28/2021 |
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(Street)
LEXINGTON, MA 02421
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 12/28/2021 | | D(1) | | 6333 (1) | D | $38.25 (1) | 0 | D | |
| Common Stock | 12/28/2021 | | D(1) | | 5000 (1) | D | $38.25 (1) | 0 | I | By Marc D. Kozin Revocable Trust |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 |
| Restricted Stock Units | (2) | 12/28/2021 | | D | | | 3333 | (3) | (3) | Common Stock | 3333.0 | (3) | 0 | D | |
| Director Stock Option (Right to Buy) | $10.31 | 12/28/2021 | | D | | | 25000 | (4) | (4) | Common Stock | 25000.0 | (4) | 0 | D | |
| Director Stock Option (Right to Buy) | $15.44 | 12/28/2021 | | D | | | 25000 | (4) | (4) | Common Stock | 25000.0 | (4) | 0 | D | |
| Director Stock Option (Right to Buy) | $21.61 | 12/28/2021 | | D | | | 15000 | (4) | (4) | Common Stock | 15000.0 | (4) | 0 | D | |
| Director Stock Option (Right to Buy) | $30.47 | 12/28/2021 | | D | | | 15000 | (4) | (4) | Common Stock | 15000.0 | (4) | 0 | D | |
| Explanation of Responses: |
| (1) | This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 17, 2021, by and among the Issuer, Novo Nordisk A/S, a Danish aktieselskab ("Novo"), and NNUS New Research, Inc., a Delaware corporation and a wholly owned indirect subsidiary of Novo ("Purchaser"), to which Purchaser completed a tender offer for shares of common stock of Issuer, $0.0001 par value per share (each, a "Share") and thereafter merged with and into the Issuer (the "Merger") effective as of December 28, 2021 (the "Effective Time"). At the Effective Time, each issued and outstanding Share, including the Reporting Person's Shares, was converted into the right to receive $38.25 per Share, in cash, without interest (the "Offer Price") and subject to any withholding of taxes, upon the terms and conditions of the Merger Agreement. From and after the Effective Time, all Shares were no longer outstanding and were automatically cancelled. |
| (2) | Each restricted stock unit ("RSU") represents the contingent right to receive one Share. |
| (3) | At the Effective Time, each Issuer RSU that was then outstanding was cancelled and converted into the right to receive a cash payment equal to (A) the Offer Price multiplied by (B) the total number of Shares subject to such Issuer RSU immediately prior to the Effective Time (without regard to vesting). |
| (4) | Pursuant to the terms of the Merger Agreement, at the Effective Time, each option to purchase Shares granted under an Issuer equity plan (each, an "Issuer Stock Option") that was outstanding and unexercised was cancelled and converted into the right to receive a cash payment equal to (A) the excess, if any, of (x) the Offer Price over (y) the exercise price payable per Share with respect to such Issuer Stock Option, multiplied by (B) the total number of Shares subject to such Issuer Stock Option immediately prior to the Effective Time (without regard to vesting). |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
KOZIN MARC D
C/O DICERNA PHARMACEUTICALS, INC.
75 HAYDEN AVENUE
LEXINGTON, MA 02421 | X |
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Signatures
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| /s/ Douglas W. Pagan, attorney-in-fact | | 12/29/2021 |
| **Signature of Reporting Person | Date |
Dicerna Pharmaceuticals (NASDAQ:DRNA)
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Dicerna Pharmaceuticals (NASDAQ:DRNA)
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