Domain Partners VIII Form 4 Dicerna Pharmaceuticals / BRIAN H DOVEY ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Domain Partners VIII, L.P.

(Last) (First) (Middle)

C/O DOMAIN ASSOCIATES, LLC

ONE PALMER SQUARE

(Street)

PRINCETON NJ 08542

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Dicerna Pharmaceuticals Inc [ DRNA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/11/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

	Form filed by One Reporting Person
X	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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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
Redeemable Convertible Preferred Stock	$3.19	04/11/2017		P		49,632		(1)	(1)	Common Stock	1,555,862	$100	49,632	D(2)(3)

1. Name and Address of Reporting Person^*

Domain Partners VIII, L.P.

(Last) (First) (Middle)

C/O DOMAIN ASSOCIATES, LLC

ONE PALMER SQUARE

(Street)

PRINCETON NJ 08542

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BLAIR JAMES C

(Last) (First) (Middle)

C/O DOMAIN ASSOCIATES, LLC

ONE PALMER SQUARE

(Street)

PRINCETON NJ 08542

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

DOVEY BRIAN H

(Last) (First) (Middle)

C/O DOMAIN ASSOCIATES, LLC

ONE PALMER SQUARE

(Street)

PRINCETON NJ 08542

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TREU JESSE I

(Last) (First) (Middle)

C/O DOMAIN ASSOCIATES, LLC

ONE PALMER SQUARE

(Street)

PRINCETON NJ 08542

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VITULLO NICOLE

(Last) (First) (Middle)

C/O DOMAIN ASSOCIATES, LLC

ONE PALMER SQUARE

(Street)

PRINCETON NJ 08542

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Halak Brian K

(Last) (First) (Middle)

C/O DOMAIN ASSOCIATES, LLC

ONE PALMER SQUARE

(Street)

PRINCETON NJ 08542

(City) (State) (Zip)

Explanation of Responses:

1. The Redeemable Convertible Preferred Stock is immediately convertible, provided that such conversion would not cause the Reporting Person and its affiliates to beneficially own, in the aggregate, a number of shares of the Issuer's capital stock that represents in excess of 19.99% of the Issuer's voting power, subject to certain exceptions pursuant to the terms of the Redeemable Convertible Preferred Stock. The Redeemable Convertible Preferred Stock has no expiration date.

2. The securities reported as directly beneficially owned by the designated Reporting Person may be deemed to be indirectly beneficially owned by each of the Reporting Owners listed below, each of whom is a managing member of One Palmer Square Associates VIII, LLC, the sole general partner of the designated Reporting Person. Pursuant to Instruction 4(b)(iv) of Form 4, each such individual has elected to report as indirectly beneficially owned the entire number of securities owned by the designated Reporting Person, however each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein and/or that are not actually distributed to him or her.

3. As managing members of the sole general partner of DP VIII Associates, L.P., each Reporting Owner listed below may also be deemed to indirectly beneficially own the securities of the Issuer held by DP VIII Associates, L.P., as reported on a Form 4 for DP VIII Associates, L.P. filed on the same date as this Form 4.

Remarks:

	/s/ Lisa A. Kraeutler, as Attorney-in-Fact for Domain Partners VIII, L.P., J. Blair, B. Dovey, J. Treu, N. Vitullo and B. Halak	04/12/2017
	** Signature of Reporting Person	Date
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