Page 5 of 9 – SEC Filing
SCHEDULE 13D
Item
1. Security and Issuer
This Schedule 13D relates to common
stock, par value $0.0001 per share (the “Common Stock”), of Dicerna Pharmaceuticals, Inc., a Delaware corporation (the
“Issuer”). The address of the principal executive offices of the Issuer is: 87 Cambridgepark Drive Cambridge,
MA 02140.
Item
2. Identity and Background
(a) This Schedule 13D is being
filed on behalf of (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”).
RA Capital is the general partner of the
Fund and serves as investment adviser for a separately managed account (the “Account”). Mr. Kolchinsky is the manager
of RA Capital. As the investment adviser to the Fund and the Account, RA Capital may be deemed a beneficial owner, for purposes
of Section 13(d) of the Securities Exchange Act of 1934 (the “Act”), of any securities of the Issuer owned by the Fund
or the Account. As the manager of RA Capital, Mr. Kolchinsky may be deemed a beneficial owner, for purposes of Section 13(d) of
the Act, of any securities of the Issuer beneficially owned by RA Capital. RA Capital and Mr. Kolchinsky disclaim beneficial ownership
of the securities reported in this Schedule 13D Statement (the “Statement”) other than for the purpose of determining
their obligations under Section 13(d) of the Act, and neither the filing of the Statement nor the filing of this Amendment shall
be deemed an admission that either RA Capital or Mr. Kolchinsky is or was the beneficial owner of such securities for any other
purpose.
(b) The business address of each of
the Reporting Persons is: 20 Park Plaza, Suite 1200, Boston, MA 02116.
(c) RA Capital is a registered investment
adviser and provides investment management services to the Fund and the Account. The principal occupation of Mr. Kolchinsky is
investment management.
(d) None of the Reporting Persons
has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons
has, during the last five years, 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 violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) See Item 6 of the cover pages.
Item
3. Source and Amount of Funds or Other Consideration
Reporting Persons acquired 1,428,571 of the
shares of the Common Stock reported herein upon the automatic conversion of shares of Series C Preferred Stock of the Issuer in
connection with the initial public offering of the Common Stock of the Issuer (the “IPO”). The Reporting Persons acquired
such preferred shares from the Issuer in a private offering. The Reporting Persons acquired 1,000,000 of the shares of the Common
Stock reported herein in the IPO. The Reporting Persons acquired a beneficial interest in 2,159,965 shares of the Common Stock
underlying the Preferred Stock (as defined below) in a private placement.
All of the shares reported herein were purchased
using working capital of the Fund and the Account.
