13D Filing: RA Capital Management and Dicerna Pharmaceuticals Inc (DRNA)

 

Explanatory Note

This Amendment No. 5 to
Schedule 13D (this “Amendment No. 5”) amends and supplements the Statement on Schedule 13D filed with the United
States Securities and Exchange Commission on February 5, 2014, as amended to date (the “Statement”) by (i) RA
Capital Management, LLC (the “RA Capital”), (ii) Peter Kolchinsky and (iii) RA Capital Healthcare Fund, L.P.
(“Fund” and together with each of the foregoing, the “Reporting Persons”), relating to the Common
Stock (the “Common Stock”) of Dicerna Pharmaceuticals, Inc. (the “Issuer”). Capitalized terms
used herein without definition shall have the meaning set forth in the Statement.

Item
5. Interest in Securities of the Issuer

Item 5(a)-(b) of the Statement is hereby amended
and restated in its entirety as follows:

(a)-(b) See Items 7-11 of the cover pages
and Item 2 of this Statement.

Item 5(c) of the Statement is hereby amended
and supplemented by adding the following:

(c) From the date of the most recent amendment
to this Schedule 13D through March 23, 2018, the Reporting Persons disposed of 528,824 shares of Common Stock in a series of open
market transactions on the Nasdaq Global Market. Details by date of the transactions are as follows:

Transaction	Date	No. Shares	Price
Sell	19-Mar-2018	84,670	$12.6308
Sell	19-Mar-2018	34,700	$12.4550
Sell	20-Mar-2018	50,000	$11.0000
Sell	20-Mar-2018	55,200	$11.1555
Sell	20-Mar-2018	67,985	$11.1648
Sell	21-Mar-2018	64,600	$11.2399
Sell	21-Mar-2018	31,145	$11.0718
Sell	21-Mar-2018	49,000	$11.1400
Sell	21-Mar-2018	36,224	$11.1727
Sell	23-Mar-2018	55,300	$11.0511

(d) None.

(e) Not Applicable.