FORM 4 [X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5                       
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

FAMBROUGH DOUGLAS		 2. Issuer Name and Ticker or Trading Symbol

Dicerna Pharmaceuticals Inc [ DRNA ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

C/O DICERNA PHARMACEUTICALS, INC., 75 HAYDEN AVENUE		 3. Date of Earliest Transaction (MM/DD/YYYY)

12/28/2021
(Street)

LEXINGTON, MA 02421
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/28/2021  D(1)  231431 (1)D$38.25 (1)0 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)		8. Price of Derivative Security
(Instr. 5)		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units  (2)12/28/2021  D     59850   (3) (3)Common Stock 59850.0  (3)0 D  
Restricted Stock Units  (2)12/28/2021  D     41250   (3) (3)Common Stock 41250.0  (3)0 D  
Employee Stock Option (Right to Buy) $2.97 12/28/2021  D     191330   (4) (4)Common Stock 191330.0  (4)0 D  
Employee Stock Option (Right to Buy) $3.42 12/28/2021  D     281250   (4) (4)Common Stock 281250.0  (4)0 D  
Employee Stock Option (Right to Buy) $3.42 12/28/2021  D     55055   (4) (4)Common Stock 55055.0  (4)0 D  
Employee Stock Option (Right to Buy) $9.09 12/28/2021  D     225000   (4) (4)Common Stock 225000.0  (4)0 D  
Employee Stock Option (Right to Buy) $9.3 12/28/2021  D     255000   (4) (4)Common Stock 255000.0  (4)0 D  
Employee Stock Option (Right to Buy) $11.77 12/28/2021  D     505000   (4) (4)Common Stock 505000.0  (4)0 D  
Employee Stock Option (Right to Buy) $16.3 12/28/2021  D     71900   (4) (4)Common Stock 71900.0  (4)0 D  
Employee Stock Option (Right to Buy) $16.3 12/28/2021  D     200000   (4) (4)Common Stock 200000.0  (4)0 I By Trust (5)
Employee Stock Option (Right to Buy) $16.3 12/28/2021  D     200000   (4) (4)Common Stock 200000.0  (4)0 I By Trust (6)
Employee Stock Option (Right to Buy) $18.5 12/28/2021  D     225000   (4) (4)Common Stock 225000.0  (4)0 D  
Employee Stock Option (Right to Buy) $22.58 12/28/2021  D     250000   (4) (4)Common Stock 250000.0  (4)0 D  
Employee Stock Option (Right to Buy) $24.05 12/28/2021  D     247700   (4) (4)Common Stock 247700.0  (4)0 D  
Explanation of Responses:
(1) 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, including the Reporting Person's Shares, 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 conditions of the Merger Agreement. From and after the Effective Time, all Shares were no longer outstanding and were automatically cancelled.
(2) Each restricted stock unit ("RSU") represents the contingent right to receive one Share.
(3) 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).
(4) 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).
(5) This transaction was a bona fide gift of vested stock options to an irrevocable trust for the reporting person's minor child (Child A Trust) for which the reporting person's spouse serves as trustee. The reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(6) This transaction was a bona fide gift of vested stock options to an irrevocable trust for the reporting person's minor child (Child B Trust) for which the reporting person's spouse serves as trustee. The reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
FAMBROUGH DOUGLAS
C/O DICERNA PHARMACEUTICALS, INC.
75 HAYDEN AVENUE
LEXINGTON, MA 02421		X
Chief Executive Officer
Signatures
/s/ Douglas W. Pagan, attorney-in-fact12/29/2021
**Signature of Reporting PersonDate
Dicerna Pharmaceuticals (NASDAQ:DRNA)
Historical Stock Chart
From Oct 2024 to Nov 2024 Click Here for more Dicerna Pharmaceuticals Charts.
Dicerna Pharmaceuticals (NASDAQ:DRNA)
Historical Stock Chart
From Nov 2023 to Nov 2024 Click Here for more Dicerna Pharmaceuticals Charts.