Ra Pharmaceuticals (RARX) Form 4 Ra Pharmaceuticals / Ramin Farzaneh-Far 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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X

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^*

Farzaneh-Far Ramin

(Last) (First) (Middle)

C/O RA PHARMACEUTICALS, INC.

87 CAMBRIDGEPARK DRIVE

(Street)

CAMBRIDGE MA 02140

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Ra Pharmaceuticals, Inc. [ RARX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2020

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

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. 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
Common Stock	04/02/2020		D		14,492(1)	D	$48(2)	0	D

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
Stock Option (Right to Buy)	$5.6	04/02/2020		D			11,110(2)	(3)	08/16/2026	Common Stock	11,110	$0(3)	0	D
Stock Option (Right to Buy)	$5.6	04/02/2020		D			73,654(2)	(3)	08/16/2026	Common Stock	73,654	$0(3)	0	D
Stock Option (Right to Buy)	$16.64	04/02/2020		D			90,000(2)	(3)	02/01/2027	Common Stock	90,000	$0(3)	0	D
Stock Option (Right to Buy)	$7.33	04/02/2020		D			62,500(2)	(3)	02/01/2028	Common Stock	62,500	$0(3)	0	D
Stock Option (Right to Buy)	$21	04/02/2020		D			133,000(2)	(3)	02/01/2029	Common Stock	133,000	$0(3)	0	D
Restricted Stock Units	(4)	04/02/2020		D			10,416(2)	(4)	(4)	Common Stock	10,416	$0(4)	0	D

Explanation of Responses:

1. Includes 7,360 shares of Issuer common stock acquired upon the vesting and net settlement of restricted stock units on February 1, 2020.

2. Disposed of pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), 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, in exchange for a cash payment of $48.00 per share

3. Pursuant to the Merger Agreement, 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.

4. Pursuant to the Merger Agreement, at the effective time of the Merger, each restricted stock unit was canceled in exchange for a cash payment equal to $48.00 per share underlying each restricted stock unit.

	/s/ David C. Lubner, Attorney-in Fact for Ramin Farzaneh-Far	04/03/2020
	** Signature of Reporting Person	Date
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