4//SEC Filing
Koppel Adam 4
Accession 0000899243-21-050036
CIK 0001399529other
Filed
Dec 28, 7:00 PM ET
Accepted
Dec 29, 4:43 PM ET
Size
24.8 KB
Accession
0000899243-21-050036
Insider Transaction Report
Form 4
Koppel Adam
Director10% Owner
Transactions
- Disposition to Issuer
Director Stock Option (Right to Buy)
2021-12-28−25,000→ 0 totalExercise: $3.47→ Common Stock (25,000 underlying) - Disposition to Issuer
Director Stock Option (Right to Buy)
2021-12-28−15,000→ 0 totalExercise: $30.47→ Common Stock (15,000 underlying) - Disposition to Issuer
Director Stock Option (Right to Buy)
2021-12-28−25,000→ 0 totalExercise: $3.42→ Common Stock (25,000 underlying) - Disposition to Issuer
Restricted Stock Units
2021-12-28−3,333→ 0 total→ Common Stock (3,333 underlying) - Disposition to Issuer
Director Stock Option (Right to Buy)
2021-12-28−25,000→ 0 totalExercise: $15.44→ Common Stock (25,000 underlying) - Disposition from Tender
Common Stock
2021-12-28$38.25/sh−3,333$127,487→ 0 total - Disposition to Issuer
Director Stock Option (Right to Buy)
2021-12-28−25,000→ 0 totalExercise: $13.08→ Common Stock (25,000 underlying) - Disposition from Tender
Common Stock
2021-12-28$38.25/sh−3,080,237$117,819,065→ 0 total(indirect: See footnotes) - Disposition to Issuer
Director Stock Option (Right to Buy)
2021-12-28−15,000→ 0 totalExercise: $21.61→ Common Stock (15,000 underlying)
Footnotes (6)
- [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 the 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]Represents shares of common stock held directly by Bain Capital Life Sciences Fund, L.P. ("BCLS") and BCIP Life Sciences Associates, LP ("BCIPLS" and, together with BCLS, the "Bain Capital Life Sciences Entities").
- [F3]Bain Capital Life Sciences Investors, LLC ("BCLSI") is the ultimate general partner of BCLS and governs the investment strategy and decision-making process with respect to investments held by BCIPLS. Dr. Koppel is a Managing Director of BCLSI. By virtue of the relationships described in this footnote, Dr. Koppel may be deemed to share voting and dispositive power with respect to the Shares held by the Bain Capital Life Sciences Entities. Dr. Koppel disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- [F4]Each restricted stock unit ("RSU") represents the contingent right to receive one Share.
- [F5]Pursuant to the terms of the Merger Agreement, at the Effective Time, each 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).
- [F6]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).
Documents
Issuer
Dicerna Pharmaceuticals Inc
CIK 0001399529
Entity typeother
Related Parties
1- filerCIK 0001578965
Filing Metadata
- Form type
- 4
- Filed
- Dec 28, 7:00 PM ET
- Accepted
- Dec 29, 4:43 PM ET
- Size
- 24.8 KB