Sec Form 4 Filing - RA CAPITAL MANAGEMENT, LLC @ Ra Pharmaceuticals, Inc. - 2018-06-28

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
RA CAPITAL MANAGEMENT, LLC
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)
20 PARK PLAZA, SUITE 1200
3. Date of Earliest Transaction (MM/DD/YY)
06/28/2018
(Street)
BOSTON, MA02116
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
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
Director Options to Purchase Common Stock (right to buy) $ 9.9 06/28/2018 A 15,000 ( 1 ) 06/28/2028 Common Stock 115,000 $ 0 15,000 I See Footnote ( 2 ) ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RA CAPITAL MANAGEMENT, LLC
20 PARK PLAZA, SUITE 1200
BOSTON, MA02116
X X
RA Capital Healthcare Fund LP
20 PARK PLAZA, SUITE 1200
BOSTON, MA02116
X X
Kolchinsky Peter
20 PARK PLAZA, SUITE 1200
BOSTON, MA02116
X X
Signatures
/s/ Peter Kolchinsky, Manager of RA Capital Management, LLC 07/02/2018
Signature of Reporting Person Date
/s/ Peter Kolchinsky, Manager of RA Capital Management, LLC, the General Partner of RA Capital Healthcare Fund, L.P. 07/02/2018
Signature of Reporting Person Date
/s/ Peter Kolchinsky, individually 07/02/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On June 28, 2018, the Reporting Person was granted an option to purchase 15,000 shares of Common Stock. The option shall vest and become exercisable in a single annual installment upon the earlier of (i) the first anniversary of the grant date of June 28, 2018 or (ii) the Issuer's annual meeting of shareholders in 2019.
( 2 )The reported securities are held directly by Rajeev Shah, an employee of RA Capital Management, LLC (the "Adviser") and he serves as the Adviser's board representative to the Issuer. The reported securities are held for the benefit of RA Capital Healthcare Fund, L.P. (the "Fund") and a separately managed account (the "Account"). The Adviser is the general partner of the Fund and the investment manager of the Account. Peter Kolchinsky is the sole manager of the Adviser. The Adviser and Dr. Kolchinsky may be deemed indirect beneficial owners of the option. The Adviser and Dr. Kolchinsky disclaim beneficial ownership of the reported securities in reliance on Rule 16a-1(a)(1)(v) and (vii) and disclaim any obligation to file reports under Section 16 other than as directors by deputization.
( 3 )The Adviser and Dr. Kolchinsky have no pecuniary interest in the reported securities held in the separately managed account (the "Account") and disclaim: (A) beneficial ownership thereof for purposes of Rule 16a-1(a)(2) and (B) beneficial ownership of securities held by the Fund, for purposes of Rule 16a-1(a)(2), except to the extent of their pecuniary interest therein.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.