Sec Form 4 Filing - Koppel Adam @ Dicerna Pharmaceuticals Inc - 2021-06-03

Insider filing report for Changes in Beneficial Ownership
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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
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
Koppel Adam
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 _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O BAIN CAPITAL LIFE SCIENCES INVESTORS, LLC, 200 CLARENDON STREET
3. Date of Earliest Transaction (MM/DD/YY)
06/03/2021
(Street)
BOSTON, MA02116
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 06/03/2021 M 3,333 A $ 0 3,333 D
Common Stock 3,080,237 I See footnotes ( 3 ) ( 4 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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
Restricted Stock Units ( 1 ) 06/03/2021 M 3,333 ( 1 ) ( 1 ) Common Stock 3,333 $ 0 0 D
Restricted Stock Units ( 1 ) 06/03/2021 A 3,333 ( 1 ) ( 1 ) Common Stock 3,333 $ 0 3,333 D
Director Stock Option (Right to Buy) $ 30.47 06/03/2021 A 15,000 ( 2 ) 06/02/2031 Common Stock 15,000 $ 0 15,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Koppel Adam
C/O BAIN CAPITAL LIFE SCIENCES INVESTORS
LLC, 200 CLARENDON STREET
BOSTON, MA02116
X
Signatures
/s/ Adam Koppel 06/07/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents restricted stock units ("RSUs") that vest in full on the earlier of (i) 12 months from the date of grant and (ii) the Issuer's next regularly scheduled annual meeting of stockholders that occurs following the date of grant, subject to the Reporting Person's continued service to the Issuer as a director through such vesting date. Each RSU represents the contingent right to receive one share of the Issuer's Common Stock. The RSUs do not expire.
( 2 )This option vests in equal monthly installments over 12 months from the date of grant , provided that the option will vest in full on the Issuer's next regularly scheduled annual meeting of stockholders that occurs following the date of grant, subject to the Reporting Person's continued service to the Issuer as a director through each applicable vesting date.
( 3 )Represents shares of common stock held directly by Bain Capital Life Sciences Fund, L.P. ("BCLS") and BCIP Life Sciences Associates, LP ("BCIPLS" and, together with BCLS, the "Bain Capital Life Sciences Entities").
( 4 )Bain Capital Life Sciences Investors, LLC ("BCLSI") is the ultimate general partner of BCLS and governs the investment strategy and decision-making process with respect to investments held by BCIPLS. Dr. Koppel is a Managing Director of BCLSI. By virtue of the relationships described in this footnote, Dr. Koppel may be deemed to share voting and dispositive power with respect to the shares of common stock held by the Bain Capital Life Sciences Entities. Dr. Koppel disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

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