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

Reporting relationship: Chief Scientific Ofr., EVP R&D
Issuer ticker: N/A
Reported as of: 28 Dec 2021
Net transaction value: -$90,538
SEC form: 4
Accepted by SEC: 29 Dec 2021, 15:18:23 UTC
Prior SEC filing: 17 Dec 2021
Source filing: View source filing
Reporting owner signature: /s/ Douglas W. Pagan, attorney-in-fact

Key filing fact

Bob D. Brown filed Form 4 for Dicerna Pharmaceuticals Inc on 29 Dec 2021.

Key facts

This page summarizes Bob D. Brown's Form 4 filing for Dicerna Pharmaceuticals Inc.
10 reported transactions and 9 derivative rows are listed below.
Accepted by SEC: 29 Dec 2021, 15:18.

Change

Previous filing in this sequence was filed on 17 Dec 2021.
Current net transaction value: -$90,538.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

DRNA transaction

Common Stock

Disposition pursuant to a tender of shares in a change of control transaction

Transaction value: $90,538
Shares: -2,367
Change %: -100%
Price: $38.25
Shares after: 0
Date: 28 Dec 2021
Ownership: Direct
Footnotes: F1

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

DRNA transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value
Shares: -25,950
Change %: -100%
Price
Shares after: 0
Date: 28 Dec 2021
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 25,950
Exercise price
Footnotes: F2, F3

DRNA transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value
Shares: -11,325
Change %: -100%
Price
Shares after: 0
Date: 28 Dec 2021
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 11,325
Exercise price
Footnotes: F2, F3

DRNA transaction Derivative

Employee Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -85,000
Change %: -100%
Price
Shares after: 0
Date: 28 Dec 2021
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 85,000
Exercise price: $9.09
Footnotes: F4

DRNA transaction Derivative

Employee Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -105,000
Change %: -100%
Price
Shares after: 0
Date: 28 Dec 2021
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 105,000
Exercise price: $9.30
Footnotes: F4

DRNA transaction Derivative

Employee Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -180,000
Change %: -100%
Price
Shares after: 0
Date: 28 Dec 2021
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 180,000
Exercise price: $11.77
Footnotes: F4

DRNA transaction Derivative

Employee Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -165,050
Change %: -100%
Price
Shares after: 0
Date: 28 Dec 2021
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 165,050
Exercise price: $16.30
Footnotes: F4

DRNA transaction Derivative

Employee Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -75,000
Change %: -100%
Price
Shares after: 0
Date: 28 Dec 2021
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 75,000
Exercise price: $18.50
Footnotes: F4

DRNA transaction Derivative

Employee Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -121,300
Change %: -100%
Price
Shares after: 0
Date: 28 Dec 2021
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 121,300
Exercise price: $22.58
Footnotes: F4

DRNA transaction Derivative

Employee Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -68,100
Change %: -100%
Price
Shares after: 0
Date: 28 Dec 2021
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 68,100
Exercise price: $24.05
Footnotes: F4

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Bob D. Brown is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 4 footnotes

Footnote 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.

Footnote F2

Each restricted stock unit ("RSU") represents the contingent right to receive one Share.

Footnote 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).

Footnote 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).