Page 5 of 12 – SEC Filing
| CUSIP No. 253031108 | 13D | Page 5 of 12 |
(the Private Placement) an aggregate of 700,000 shares of the Issuers Redeemable Convertible Preferred Stock, par value $0.0001 per share (the Redeemable Convertible
Preferred Stock), at a purchase price per share equal to $100.00 (the Stated Value). BC LS purchased 226,139 shares of such Redeemable Convertible Preferred Stock for a total purchase price of $22,613,900 and BCIP LS purchased
23,861 shares of such Redeemable Convertible Preferred Stock for a total purchase price of $2,386,100. Each of the Reporting Persons used its own working capital to acquire the shares of Redeemable Convertible Preferred Stock.
References to and the description of the Purchase Agreement set forth above in this Item 3 do not purport to be complete and are qualified in their entirety
by reference to the full text of the Purchase Agreement, which is attached hereto as Exhibit B and incorporated by reference herein.
| Item 4. | Purpose of Transaction |
The information set forth in or incorporated by reference in Item 3 of this
Schedule 13D is incorporated by reference in its entirety into this Item 4.
Redeemable Convertible Preferred Stock
The terms, rights, obligations and preferences of the Redeemable Convertible Preferred Stock are set forth in the Certificate of Designation of Redeemable
Convertible Preferred Stock of Dicerna Pharmaceuticals, Inc. (the Certificate of Designation), which was filed with the Secretary of State of the State of Delaware on April 10, 2017.
References to and the description of the Certificate of Designation set forth in this Item 4 do not purport to be complete and are qualified in their entirety
by reference to the full text of the Certificate of Designation, which is attached hereto as Exhibit C and incorporated by reference herein.
Conversion Rights
At any time and from time to time at
their election (a Voluntary Conversion), holders of Redeemable Convertible Preferred Stock have the option to convert such Redeemable Convertible Preferred Stock into a number of shares of Common Stock calculated by dividing (i) the
sum of the Accrued Value plus an amount equal to all accrued or declared and unpaid dividends on the Redeemable Convertible Preferred Stock that have not previously been added to the Accrued Value by (ii) the Conversion Price in effect at the
time of such conversion.
The Issuer has the right to require each holder of Redeemable Convertible Preferred Stock to convert such Redeemable Convertible
Preferred Stock into Common Stock (a Mandatory Conversion) at any time following the earlier of (i) the second anniversary of the closing of the Private Placement or (ii) the occurrence of both of the following: (a) (1)
the time that the Issuer first administers, after the issue date, a dose of a pharmaceutical product candidate (which such product candidate shall be one of the following candidates or a variation thereof:
DCR-PHXC, DCR-PCSK9 or the Issuers undisclosed rare disease program currently in pre-clinical development (each, a
Product Candidate)) to a human being pursuant to an investigational new drug application (an IND) filed by the Issuer with the United States Food and Drug Administration; or (2) after the Issuer has first administered,
after the issue date, a dose of a Product Candidate to a human being pursuant to a clinical trial authorization with the Medicine and Healthcare Products Regulatory Agency in the European Union and an IND relating to such Product Candidate has
become effective; and (b) the Issuer enters into a partnership or license agreement with a major company in the pharmaceutical or biotechnology industry relating to a non-Product Candidate, pursuant to
which such company provides an up-front cash payment to the Issuer of a minimum amount agreed upon by the Issuer and the Investors and agrees to customary future milestone and royalty payments, provided, that,
in each case ((i) and (ii)), the trading price of the Common Stock exceeds 200% of the Conversion Price for 45 out of the 60 most recent trading days.
