Freed Martin I Form 4 Dicerna Pharmaceuticals / Martin I Freed 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^*

Freed Martin I

(Last) (First) (Middle)

C/O DICERNA PHARMACEUTICALS, INC.

33 HAYDEN AVENUE

(Street)

LEXINGTON MA 02421

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2020

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

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
Restricted Stock Units	(1)	06/15/2020		A		3,333		(1)	(1)	Common Stock	3,333	$0.00	3,333	D
Director Stock Option (Right to Buy)	$21.61	06/15/2020		A		15,000		(2)	06/14/2030	Common Stock	15,000	$0.00	15,000	D

Explanation of Responses:

1. Represents restricted stock units ("RSUs") that vest 12 months from June 15, 2020 ("Grant Date"), provided that these RSUs vest in full on the Issuer's next regularly scheduled annual meeting of stockholders that occurs following the Grant Date, subject to the Reporting Person's continued service to the Issuer through such vesting date or, if earlier, such annual meeting. Each RSU represents the contingent right to receive one share of the Issuer's Common Stock.

2. This option vests monthly over 12 months from the Grant Date in substantially equal monthly installments, provided that the option vests in full on the Issuer's next regularly scheduled annual meeting of stockholders that occurs following the Grant Date, subject to the Reporting Person's continued service to the Issuer through each applicable vesting date or, if earlier, such annual meeting.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Douglas W. Pagan, attorney-in-fact	06/16/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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