Page 4 of 12 – SEC Filing
| CUSIP No. 253031108 | 13D | Page 4 of 12 |
| Item 1. | Security and Issuer |
This Schedule 13D relates to shares of common stock, $0.0001 par value per share
(the Common Stock), of Dicerna Pharmaceuticals, Inc., a Delaware corporation (the Issuer). The principal executive office of the Issuer is 87 Cambridgepark Drive, Cambridge, MA 02140.
| Item 2. | Identity and Background |
(a) This Schedule 13D is being filed jointly by Bain Capital Life Sciences
Fund, L.P., a Delaware limited partnership (BC LS), and BCIP Life Sciences Associates, LP, a Delaware limited partnership (BCIP LS and, together with BC LS, the Reporting Persons).
Bain Capital Life Sciences Investors, LLC, a Delaware limited liability company (BCI LS), is the general partner of Bain Capital Life Sciences
Partners, LP, a Delaware limited partnership (BC LS P), which is the general partner of BC LS.
Boylston Coinvestors, LLC, a Delaware limited
liability company (Boylston), is the general partner of BCIP LS.
The governance, investment strategy and decision-making process with respect
to the investments held by all of the Reporting Persons is directed by BCI LS, whose managers are Jeffrey Schwartz and Adam Koppel. As a result, each of BCI LS, Mr. Schwartz and Dr. Koppel may be deemed to share voting and dispositive
power with respect to the securities held by all of the Reporting Persons.
The Reporting Persons have entered into a Joint Filing Agreement, dated
April 13, 2017, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) promulgated under the Act.
(b) The principal business address of each of the Reporting Persons, BCI LS, BC LS P, Boylston, Mr. Schwartz and Dr. Koppel is 200 Clarendon Street,
Boston, MA 02116.
(c) The Reporting Persons, BCI LS, BC LS P and Boylston are principally engaged in the business of investment in securities.
Mr. Schwartz and Dr. Koppel are Managing Directors of BCI LS. The address of BCI LS is 200 Clarendon Street, Boston, MA 02116.
(d) During the
last five years, none of the Reporting Persons, BCI LS, BC LS P, Boylston, Mr. Schwartz and Dr. Koppel have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons, BCI LS, BC LS P, Boylston, Mr. Schwartz and Dr. Koppel have been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violation of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such laws.
(f) Each of the Reporting Persons, BCI LS, BC LS P and Boylston is
organized under the laws of the State of Delaware. Mr. Schwartz and Dr. Koppel are citizens of the United States.
| Item 3. | Source and Amount of Funds or Other Consideration |
On March 30, 2017, the Issuer entered into a
Redeemable Convertible Preferred Stock Purchase Agreement (the Purchase Agreement) with the investors identified on the signature pages thereto, including the Reporting Persons (the Investors), pursuant to which the Investors
purchased from the Issuer on April 11, 2017
