Ra Pharmaceuticals (RARX) S-8 Registration of securities for employees

As filed with the Securities and Exchange Commission on May 11, 2017

Registration No. 333-       

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

RA PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware	26-2908274
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

87 Cambridge Park Drive
Cambridge, MA 02140
(617) 401-4060

(Address of Principal Executive Offices)

Ra Pharmaceuticals, Inc. 2016 Stock Award and Incentive Plan

Ra Pharmaceuticals, Inc. 2016 Employee Stock Purchase Plan

(Full Title of the Plans)

Douglas A. Treco, Ph.D.

President and Chief Executive Officer

87 Cambridge Park Drive

Cambridge, MA 02140

(617) 401-4060

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Kingsley L. Taft, Esq.	David C. Lubner
Robert E. Puopolo, Esq.	Executive Vice President
Goodwin Procter LLP	and Chief Financial Officer
100 Northern Avenue	Ra Pharmaceuticals, Inc.
Boston, Massachusetts 02210	87 Cambridge Park Drive
(617) 570-1000	Cambridge, Massachusetts 02140
	(617) 401-4060

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o		Accelerated filer	o
Non-accelerated filer	x	(Do not check if a smaller reporting company)	Smaller reporting company	o
Emerging growth company	x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     Yes  x    No o

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price per Share			Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common Stock, $0.001 par value per share	901,846 shares(2)	$	22.37	(3)	$	20,174,295	$	2,338
Common Stock, $0.001 par value per share	225,461 shares(4)	$	19.01	(5)	$	4,286,014	$	497
Total	1,127,307 shares				$	24,460,309	$	2,835

(1)Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock which become issuable under the above-named plans by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of our outstanding shares of common stock. Pursuant to Rule 416(c) under the Securities Act, this Registration Statement shall also cover an indeterminate amount of interests to be offered or sold pursuant to the employee stock purchase plan described herein.

(2)Represents an automatic annual increase on January 1, 2017 to the number of shares of common stock reserved for issuance under the 2016 Stock Award and Incentive Plan (the “2016 Plan”) pursuant to the terms of the 2016 Plan. Shares available for issuance under the 2016 Plan were previously registered on a registration statement on Form S-8 filed with the Securities and Exchange Commission on October 26, 2016 (Registration No. 333-214244).

(3)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 of the Securities Act, and based on $22.37 per share, which represents the average of the high and low prices reported on the Nasdaq Global Market on May 5, 2017.

(4)Represents an automatic annual increase on January 1, 2017 to the number of shares of common stock reserved for issuance under the 2016 Employee Stock Purchase Plan (the “2016 ESPP”) pursuant to the terms of the 2016 ESPP.  Shares available for issuance under the 2016 ESPP were previously registered on a registration statement on Form S-8 filed with the Securities and Exchange Commission on October 26, 2016 (Registration No. 333-214244).

(5)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 of the Securities Act, and based on 85% of $22.37 per share, which represents the average of the high and low prices reported on the Nasdaq Global Market on May 5, 2017. Pursuant to the 2016 ESPP, the purchase price of the shares of common stock reserved for issuance thereunder will be 85% of the fair market value of a share of common stock on the first trading day of the offering period or on the exercise date, whichever is less.

EXPLANATORY NOTE

This Registration Statement on Form S-8 registers additional shares of Common Stock under the Registrant’s 2016 Plan and the 2016 ESPP.

The number of shares of Common Stock reserved and available for issuance under the 2016 Plan is subject to an automatic annual increase on each January 1, beginning in 2017, by an amount equal to the lesser of (i) 4.0% of the number of shares of common stock issued and outstanding on the immediately preceding December 31, (ii) 2,000,000 shares or (iii) such amount as determined by the Administrator (as defined in the 2016 Plan), currently the Compensation Committee of the Registrant’s Board of Directors. Accordingly, on January 1, 2017, the number of shares of Common Stock reserved and available for issuance under the 2016 Plan increased by 901,846 shares.

The number of shares of Common Stock reserved and available for issuance under the 2016 ESPP is subject to an automatic annual increase on each January 1, beginning in 2017, by an amount equal to the lesser of (i) 1.0% of the number of shares of common stock issued and outstanding on the immediately preceding December 31, (ii) 300,000 shares or (iii) such amount as determined by the Administrator (as defined in the 2016 ESPP), currently the Compensation Committee of the Registrant’s Board of Directors. Accordingly, on January 1, 2017, the number of shares of Common Stock reserved and available for issuance under the 2016 ESPP increased by 225,461 shares.

This Registration Statement registers these additional 1,127,307 shares of Common Stock.  The additional shares are of the same class as other securities relating to the 2016 Plan and the 2016 ESPP for which our registration statement filed on Form S-8 (Registration No. 333-214244) on October 26, 2016, is effective. The information contained in our registration statement on Form S-8 (Registration No. 333-214244) is hereby incorporated by reference pursuant to General Instruction E.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.             Exhibits.

See the Exhibit Index on the page immediately preceding the exhibits for a list of exhibits filed as part of this registration statement, which Exhibit Index is incorporated herein by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on the 11th day of May, 2017.

RA PHARMACEUTICALS, INC.
By:	/s/ Douglas A. Treco
	Douglas A. Treco, Ph.D.
	President, Chief Executive Officer and Principal Executive Officer

POWER OF ATTORNEY AND SIGNATURES

KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints each of Douglas A. Treco, Ph.D. and David C. Lubner. as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following person in the capacities and on the date indicated.

Name	Title	Date
/s/ DOUGLAS A. TRECO	Director, President, Chief Executive Officer and Principal Executive Officer	May 11, 2017
Douglas A. Treco, Ph.D.
/s/ DAVID C. LUBNER	Executive Vice President, Chief Financial Officer and Principal Financial and	May 11, 2017
David C. Lubner	Accounting Officer
/s/ PETER TUXEN BISGAARD	Director	May 11, 2017
Peter Tuxen Bisgaard
/s/ ROBERT HEFT	Director	May 11, 2017
Robert Heft, Ph.D.
/s/ JASON LETTMANN	Director	May 11, 2017
Jason Lettmann
/s/ EDWARD T. MATHERS	Director	May 11, 2017
Edward T. Mathers
/s/ TIMOTHY R. PEARSON	Director	May 11, 2017
Timothy R. Pearson
/s/ RAJEEV SHAH	Director	May 11, 2017
Rajeev Shah

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EXHIBIT INDEX

Exhibit No.	Description
4.1	Third Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 333-213917) filed November 29, 2016)
4.2	Amended and Restated By-laws of the Registrant, as currently in effect (incorporated by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 333-213917) filed November 29, 2016)
4.3	Investors’ Rights Agreement among the Registrant and certain of its stockholders, dated July 10, 2015 (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-213917) filed September 30, 2016)
5.1*	Opinion of Goodwin Procter LLP.
23.1*	Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
23.2	Consent of Goodwin Procter LLP (included in Exhibit 5.1).
24.1	Power of Attorney (included on signature page).
99.1	2016 Stock Award and Incentive Plan and forms of award agreements thereunder (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-213917) filed October 13, 2016)
99.2	Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-213917) filed October 13, 2016)

*  Filed herewith.

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