Dicerna Pharmaceuticals Inc.

06/17/2021 | Press release | Distributed by Public on 06/17/2021 19:19

Insider Trading Report (SEC Filing - 4)

SEC FORM 4SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Paglia Regina M.
(Last) (First) (Middle)
C/O DICERNA PHARMACEUTICALS, INC.
75 HAYDEN AVENUE
(Street)
LEXINGTON MA 02421
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Dicerna Pharmaceuticals Inc [ DRNA] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Human Resources Officer
3. Date of Earliest Transaction (Month/Day/Year)
06/15/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 06/15/2021 M 381 A (1) 381 D
Common Stock 06/15/2021 F 112(2) D $35.74 269 D
Common Stock 06/16/2021 M 20,000 A $12.93 20,269 D
Common Stock 06/16/2021 M 10,000 A $22.58 30,269 D
Common Stock 06/16/2021 M 1,564 A $26.62 31,833 D
Common Stock 06/16/2021 S 31,464(3) D $35.6284 369 D
Common Stock 06/16/2021 S 100(3) D $36.15 269 D
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 (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 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: 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) 06/15/2021 M 381 (4) (4) Common Stock 381 $0 1,144 D
Employee Stock Option (Right to Buy) $12.93 06/16/2021 M 20,000 (5) 02/28/2029 Common Stock 20,000 $0 103,414 D
Employee Stock Option (Right to Buy) $22.58 06/16/2021 M 10,000 (6) 01/07/2030 Common Stock 10,000 $0 52,500 D
Employee Stock Option (Right to Buy) $26.62 06/16/2021 M 1,564 (7) 06/30/2030 Common Stock 1,564 $0 5,261 D
Explanation of Responses:
1. Each restricted stock unit ('RSU') represents the contingent right to receive one share of the Issuer's Common Stock.
2. Represents the number of shares of the Issuer's Common Stock withheld by the Issuer to cover tax withholding obligations in connection with the vesting of RSUs.
3. The Reporting Person sold an aggregate of 31,564 shares of Common Stock on June 16, 2021 (the 'Shares Sold') as reported in this Form 4. The Shares Sold represent 11.35% of 278,052 shares of Common Stock, which is the number of shares of Common Stock owned by the Reporting Person prior to the Shares Sold transaction reported in this Form 4, as well as shares issuable upon exercise or settlement of vested and unvested options and restricted stock units held by the Reporting Person as of the date of this report.
4. Represents RSUs that vest over a period of four years, with 25% of the RSUs vesting on each of the first, second, third and fourth anniversaries of June 15, 2020, subject in each case to the Reporting Person's continued employment or service with the Issuer on each applicable vesting date.
5. The option vested 25% on the first year anniversary of the vesting start date of February 19, 2019 and the remaining 75% vests in 36 substantially equal monthly installments thereafter, subject in each case to the Reporting Person's continued service with the Issuer through each applicable vesting date.
6. The option vests in 48 substantially equal monthly installments, with the first installment vesting on the last day of January 2020, and the remaining vesting on the last day of each of the 47 months thereafter; subject in each case to the Reporting Person's continued service with the Issuer through each applicable vesting date.
7. The option vests in 48 substantially equal monthly installments, with the first installment vesting on the last day of July 2020, and the remaining shares vesting on the last day of each of the 47 months thereafter; subject in each case to the Reporting Person's continued service with the Issuer through the applicable vesting date.
Remarks:
/s/ Douglas W. Pagan, attorney-in-fact 06/17/2021
** Signature of Reporting Person Date
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).
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