4//SEC Filing
FAMBROUGH DOUGLAS 4
Accession 0001399529-21-000198
CIK 0001399529other
Filed
Dec 28, 7:00 PM ET
Accepted
Dec 29, 4:19 PM ET
Size
36.5 KB
Accession
0001399529-21-000198
Insider Transaction Report
Form 4
FAMBROUGH DOUGLAS
DirectorChief Executive Officer
Transactions
- Disposition to Issuer
Restricted Stock Units
2021-12-28−59,850→ 0 total→ Common Stock (59,850 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2021-12-28−55,055→ 0 totalExercise: $3.42→ Common Stock (55,055 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2021-12-28−71,900→ 0 totalExercise: $16.30→ Common Stock (71,900 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2021-12-28−200,000→ 0 total(indirect: By Trust)Exercise: $16.30→ Common Stock (200,000 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2021-12-28−225,000→ 0 totalExercise: $18.50→ Common Stock (225,000 underlying) - Disposition to Issuer
Common Stock
2021-12-28$38.25/sh−231,431$8,852,236→ 0 total - Disposition to Issuer
Employee Stock Option (Right to Buy)
2021-12-28−281,250→ 0 totalExercise: $3.42→ Common Stock (281,250 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2021-12-28−225,000→ 0 totalExercise: $9.09→ Common Stock (225,000 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2021-12-28−250,000→ 0 totalExercise: $22.58→ Common Stock (250,000 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2021-12-28−247,700→ 0 totalExercise: $24.05→ Common Stock (247,700 underlying) - Disposition to Issuer
Restricted Stock Units
2021-12-28−41,250→ 0 total→ Common Stock (41,250 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2021-12-28−191,330→ 0 totalExercise: $2.97→ Common Stock (191,330 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2021-12-28−200,000→ 0 total(indirect: By Trust)Exercise: $16.30→ Common Stock (200,000 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2021-12-28−255,000→ 0 totalExercise: $9.30→ Common Stock (255,000 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2021-12-28−505,000→ 0 totalExercise: $11.77→ Common Stock (505,000 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 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, including the Reporting Person's Shares, 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 conditions of the Merger Agreement. From and after the Effective Time, all Shares were no longer outstanding and were automatically cancelled.
- [F2]Each restricted stock unit ("RSU") represents the contingent right to receive one Share.
- [F3]At the Effective Time, each Issuer 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).
- [F4]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).
- [F5]This transaction was a bona fide gift of vested stock options to an irrevocable trust for the reporting person's minor child (Child A Trust) for which the reporting person's spouse serves as trustee. The reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- [F6]This transaction was a bona fide gift of vested stock options to an irrevocable trust for the reporting person's minor child (Child B Trust) for which the reporting person's spouse serves as trustee. The reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Documents
Issuer
Dicerna Pharmaceuticals Inc
CIK 0001399529
Entity typeother
Related Parties
1- filerCIK 0001259856
Filing Metadata
- Form type
- 4
- Filed
- Dec 28, 7:00 PM ET
- Accepted
- Dec 29, 4:19 PM ET
- Size
- 36.5 KB