Filing Details

	SCHEDULE 13G
	Under the Securities Exchange Act of 1934
	(Amendment No.    )*

	Dicerna Pharmaceuticals, Inc.
	(Name of Issuer)

	Common Stock, par value $0.0001 per share
	(Title of Class of Securities)

	253031108
	(CUSIP Number)

	April 11, 2017
	(Date of Event which Requires Filing of this Statement)

(ǂ) Subject to an agreement (the “Blocker Agreement”) which provides that shares of Redeemable Convertible Preferred Stock of the Issuer (“Preferred Stock”) beneficially owned by the Reporting Person may not be converted into Common Stock of the Issuer (“Common Stock”) if, as a result of such conversion, the Reporting Person, together with its affiliates and any other person or entity acting as a group, would beneficially own in excess of 9.99% of the Common Stock.  See Item 4 below.

CUSIP NO.

253031108

(ǂ) Subject to the Blocker Agreement.  See Item 4 below.

CUSIP NO.

253031108

 

(ǂ) Subject to the Blocker Agreement.  See Item 4 below.

CUSIP NO.

253031108

 

 

(ǂ) Subject to the Blocker Agreement.  See Item 4 below.

CUSIP NO.

253031108

 

(#) Does not include additional shares of Common Stock issuable upon the conversion of Preferred Stock held by the Reporting Persons, that is subject to the Blocker Agreement.  See Item 4 below.

CUSIP NO.

253031108

 

(#) Does not include additional shares of Common Stock issuable upon the conversion of Preferred Stock held by the Reporting Persons, that is subject to the Blocker Agreement.  See Item 4 below.

CUSIP NO.

253031108

 

Item 1.

 

Item 2.

 

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

Item 4.

Ownership***

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

CUSIP NO.

253031108

 

 

*** Shares reported herein represent shares of Common Stock which are issuable upon the conversion of shares of Preferred Stock beneficially owned by the Reporting Persons.  Each share of the Preferred Stock is convertible into a number of shares of Common Stock equal to (a) the stated value of the Preferred Stock, which is $100.00, plus accrued or declared and unpaid dividends, divided by (b) the conversion price of the Preferred Stock, which is initially $3.19, subject to adjustment. Shares of Common Stock reported herein represent shares of Common Stock issuable upon the conversion of 1,580,000, 6,650,000 and 320,000 beneficially owned by Cormorant Global Healthcare Master Fund, LP (the “Master Fund”), Cormorant Private Healthcare Fund I, LP (the “Fund”), and a managed account (the “Account”),  respectively.  Cormorant Asset Management, LLC serves as investment manager for the Master Fund, the Fund and the Account.  Cormorant Global Healthcare GP, LLC serves as the general partner of the Master Fund. Cormorant Private Healthcare GP, LLC serves as the general partner of the Fund.  Bihua Chen serves as the managing member of Cormorant Global Healthcare GP, LLC, Cormorant Private Healthcare GP, LLC and

Cormorant Asset Management, LLC.  Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein. Percentage calculations herein are based upon there being 20,794,193 shares of Common Stock issued and outstanding as of March 29, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on March 30, 2017.

 

The Reporting Persons are subject to an agreement which provides that the Preferred Stock beneficially owned by them may not be exercised if, as a result of such conversion, they, together with their affiliates and any other person or entity acting as a group, would beneficially own in excess of 9.99% of the Common Stock.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Not applicable.

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group

 

Not applicable.

 

Item 10.

Certification

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

 

April 21, 2017

 

	CORMORANT GLOBAL HEALTHCARE MASTER FUND, LP
	By:  Cormorant Global Healthcare GP, LLC
	its General Partner
	By: /s/ Bihua Chen
	Bihua Chen, Managing Member
	CORMORANT GLOBAL HEALTHCARE GP, LLC
	By: /s/ Bihua Chen
	Bihua Chen, Managing Member
	CORMORANT PRIVATE HEALTHCARE FUND I, LP
	By:  Cormorant Private Healthcare GP, LLC
	its General Partner
	By: /s/ Bihua Chen
	Bihua Chen, Managing Member
	CORMORANT PRIVATE HEALTHCARE GP, LLC
	By: /s/ Bihua Chen
	Bihua Chen, Managing Member
	CORMORANT ASSET MANAGEMENT, LLC
	By: /s/ Bihua Chen
	Bihua Chen, Managing Member
	/s/ Bihua Chen
	Bihua Chen