Sec Form 4 Filing - Shah Rajeev M. @ Ra Pharmaceuticals, Inc. - 2020-04-02

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 Shah Rajeev M. 2. Issuer Name and Ticker or Trading Symbol Ra Pharmaceuticals, Inc. [ RARX] 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) C/O RA PHARMACEUTICALS, INC., 87 CAMBRIDGEPARK DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 04/02/2020 (Street) CAMBRIDGE, MA02140 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 04/02/2020 D 4,858,260 D $ 48 ( 1 ) 0 I See Footnote ( 2 ) ( 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 Stock Option (Right to Buy) $ 22.37 04/02/2020 D 15,000 ( 1 ) ( 5 ) 06/20/2027 Common Stock 15,000 $ 0 ( 5 ) 0 D ( 6 ) Stock Option (Right to Buy) $ 9.9 04/02/2020 D 15,000 ( 1 ) ( 5 ) 06/28/2028 Common Stock 15,000 $ 0 ( 5 ) 0 D ( 6 ) Stock Option (Right to Buy) $ 19.88 04/02/2020 D 15,000 ( 1 ) ( 5 ) 06/11/2029 Common Stock 15,000 $ 0 ( 5 ) 0 D ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Shah Rajeev M. C/O RA PHARMACEUTICALS, INC. 87 CAMBRIDGEPARK DRIVE CAMBRIDGE, MA02140 X X Signatures /s/ Rajeev M. Shah 04/03/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Disposed of pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated October 9, 2019, among Ra Pharmaceuticals, Inc. (the "Issuer"), UCB S.A., and Franq Merger Sub, Inc., providing for the merger (the "Merger") of Franq Merger Sub, Inc. into the Issuer, in exchange for a cash payment of $48.00 per share. ( 2 )Represents 3,971,750 shares of Issuer common stock held by RA Capital Healthcare Fund, L.P. (the "Fund") and 886,510 shares of Issuer common stock held in a separately managed account (the "Account"). ( 3 )RA Capital Management, L.P. (the "Adviser") is the investment manager for the Fund and the Account. The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. The Adviser, the Adviser GP, Dr. Kolchinsky, and Mr. Shah may be deemed indirect beneficial owners of the reported securities for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the "Act"). ( 4 )However, they disclaim beneficial ownership of any of the reported securities for the purpose of determining whether they are subject to Section 16 of the Act in reliance on Rules 16a-1(a)(1)(v) and (vii). Mr. Shah has no pecuniary interest in the reported securities held by the Account and therefore disclaims beneficial ownership of those securities for purposes of Rule 16a-1(a)(2). Mr. Shah disclaims beneficial ownership of the reported securities held by the Fund for purposes of Rule 16a-1(a)(2) except to the extent of his pecuniary interest therein. ( 5 )Pursuant to the Merger Agreement, at the effective time of the Merger, each option, whether vested or unvested, was cancelled in exchange for a cash payment equal to: (a) the number of shares of Issuer common stock underlying the option, multiplied by (b) the excess of $48.00 over the per share exercise price of such option. ( 6 )Under the Reporting Person's arrangement with the Adviser, the Reporting Person holds the option for the benefit of the Fund and the Account. The Reporting Person is obligated to turn over to the Adviser any net cash or stock received upon exercise of the option, which will offset advisory fees owed by the Fund and Account to the Adviser. The Reporting Person therefore disclaims beneficial ownership of the option and underlying common stock.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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