Statement of Changes in Beneficial Ownership (4)
April 03 2020 - 8:03AM
Edgar (US Regulatory)
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
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Mathers Edward T |
2. Issuer Name and Ticker or Trading Symbol
Ra Pharmaceuticals, Inc.
[
RARX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
1954 GREENSPRING DRIVE, SUITE 600 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/2/2020 |
(Street)
TIMONIUM, MD 21093
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. 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 Date | 7. 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) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Stock Option (Right to Buy) | $22.37 | 4/2/2020 | | D | | | 15000 | (1) | 6/20/2027 | Common Stock | 15000 | (1) | 0 | D | |
Stock Option (Right to Buy) | $9.90 | 4/2/2020 | | D | | | 15000 | (1) | 6/28/2028 | Common Stock | 15000 | (1) | 0 | D | |
Stock Option (Right to Buy) | $19.88 | 4/2/2020 | | D | | | 15000 | (1) | 6/11/2029 | Common Stock | 15000 | (1) | 0 | D | |
Explanation of Responses: |
(1) | Pursuant to the Agreement and Plan of Merger, dated October 9, 2019, among Ra Pharmaceuticals, Inc. (the " Issuer"), UCB S.A., and Franq Merger Sub, Inc., providing for the merger (the "Merger") of Franq Merger Sub, Inc. into the Issuer, at the effective time of the Merger, each option, whether vested or unvested, was cancelled in exchange for a cash payment equal to: (a) the number of shares of Issuer common stock underlying the option, multiplied by (b) the excess of $48.00 over the per share exercise price of such option. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Mathers Edward T 1954 GREENSPRING DRIVE, SUITE 600 TIMONIUM, MD 21093 | X |
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Signatures
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/s/ Sasha Keough, attorney-in-fact | | 4/3/2020 |
**Signature of Reporting Person | Date |
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