Robert D. Ciappenelli - Dec 28, 2021 Form 4 Insider Report for Dicerna Pharmaceuticals Inc (DRNA)

Role: Chief Strategy Officer
Signature: /s/ Douglas W. Pagan, attorney-in-fact
Stock symbol: DRNA
Transactions as of: Dec 28, 2021
Transactions value $: -$566,597
Form type: 4
Date filed: 12/29/2021, 03:19 PM
Previous filing: Dec 17, 2021

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	-$567K	-14.8K	-100%	$38.25	0	Dec 28, 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		-10.3K	-100%		0	Dec 28, 2021	Common Stock	10.3K		Direct	F2, F3
transaction	DRNA	Restricted Stock Units	Disposed to Issuer		-17.3K	-100%		0	Dec 28, 2021	Common Stock	17.3K		Direct	F2, F3
transaction	DRNA	Employee Stock Option (Right to Buy)	Disposed to Issuer		-270K	-100%		0	Dec 28, 2021	Common Stock	270K	$15.61	Direct	F4
transaction	DRNA	Employee Stock Option (Right to Buy)	Disposed to Issuer		-76.1K	-100%		0	Dec 28, 2021	Common Stock	76.1K	$22.58	Direct	F4
transaction	DRNA	Employee Stock Option (Right to Buy)	Disposed to Issuer		-61.5K	-100%		0	Dec 28, 2021	Common Stock	61.5K	$24.05	Direct	F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Robert D. Ciappenelli 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).