Bob D. Brown - 28 Dec 2021 Form 4 Insider Report for Dicerna Pharmaceuticals Inc

Role
Chief Scientific Ofr., EVP R&D
Signature
/s/ Douglas W. Pagan, attorney-in-fact
Issuer symbol
N/A
Transactions as of
28 Dec 2021
Net transactions value
-$90,538
Form type
4
Filing time
29 Dec 2021, 15:18:23 UTC
Previous filing
17 Dec 2021
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DRNA Common Stock Disposition pursuant to a tender of shares in a change of control transaction $90,538 -2,367 -100% $38.25 0 28 Dec 2021 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction DRNA Restricted Stock Units Disposed to Issuer -25,950 -100% 0 28 Dec 2021 Common Stock 25,950 Direct F2, F3
transaction DRNA Restricted Stock Units Disposed to Issuer -11,325 -100% 0 28 Dec 2021 Common Stock 11,325 Direct F2, F3
transaction DRNA Employee Stock Option (Right to Buy) Disposed to Issuer -85,000 -100% 0 28 Dec 2021 Common Stock 85,000 $9.09 Direct F4
transaction DRNA Employee Stock Option (Right to Buy) Disposed to Issuer -105,000 -100% 0 28 Dec 2021 Common Stock 105,000 $9.30 Direct F4
transaction DRNA Employee Stock Option (Right to Buy) Disposed to Issuer -180,000 -100% 0 28 Dec 2021 Common Stock 180,000 $11.77 Direct F4
transaction DRNA Employee Stock Option (Right to Buy) Disposed to Issuer -165,050 -100% 0 28 Dec 2021 Common Stock 165,050 $16.30 Direct F4
transaction DRNA Employee Stock Option (Right to Buy) Disposed to Issuer -75,000 -100% 0 28 Dec 2021 Common Stock 75,000 $18.50 Direct F4
transaction DRNA Employee Stock Option (Right to Buy) Disposed to Issuer -121,300 -100% 0 28 Dec 2021 Common Stock 121,300 $22.58 Direct F4
transaction DRNA Employee Stock Option (Right to Buy) Disposed to Issuer -68,100 -100% 0 28 Dec 2021 Common Stock 68,100 $24.05 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Bob D. Brown is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 17, 2021, by and among the Issuer, Novo Nordisk A/S, a Danish aktieselskab ("Novo"), and NNUS New Research, Inc., a Delaware corporation and a wholly owned indirect subsidiary of Novo ("Purchaser"), to which Purchaser completed a tender offer for shares of common stock of Issuer, $0.0001 par value per share (each, a "Share") and thereafter merged with and into the Issuer (the "Merger") effective as of December 28, 2021 (the "Effective Time"). At the Effective Time, each issued and outstanding Share was converted into the right to receive $38.25 per Share, in cash, without interest (the "Offer Price") and subject to any withholding of taxes, upon the terms and subject to the conditions of the Merger Agreement. From and after the Effective Time, all Shares were no longer outstanding and were automatically cancelled.
F2 Each restricted stock unit ("RSU") represents the contingent right to receive one Share.
F3 At the Effective Time, each Issuer RSU that was then outstanding was cancelled and converted into the right to receive a cash payment equal to (A) the Offer Price multiplied by (B) the total number of Shares subject to such Issuer RSU immediately prior to the Effective Time (without regard to vesting).
F4 Pursuant to the terms of the Merger Agreement, at the Effective Time, each option to purchase Shares granted under an Issuer equity plan (each, an "Issuer Stock Option") that was outstanding and unexercised was cancelled and converted into the right to receive a cash payment equal to (A) the excess, if any, of (x) the Offer Price over (y) the exercise price payable per Share with respect to such Issuer Stock Option, multiplied by (B) the total number of Shares subject to such Issuer Stock Option immediately prior to the Effective Time (without regard to vesting).