Statement of Changes in Beneficial Ownership (4)
January 16 2020 - 6:02PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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1. Name and Address of Reporting Person
*
Farzaneh-Far Ramin |
2. Issuer Name and Ticker or Trading Symbol
Ra Pharmaceuticals, Inc.
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RARX
]
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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 |
(Last)
(First)
(Middle)
C/O RA PHARMACEUTICALS, INC., 87 CAMBRIDGEPARK DRIVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/15/2020 |
(Street)
CAMBRIDGE, MA 02140
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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COMMON STOCK | 1/15/2020 | | M | | 1389 | A | $5.60 | 8521 | D | |
COMMON STOCK | 1/15/2020 | | M | | 9206 | A | $5.60 | 17727 | D | |
COMMON STOCK | 1/15/2020 | | S(1) | | 10595 | D | $46.9505 (2) | 7132 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 Options (Right to buy) | $5.60 | 1/15/2020 | | M | | | 1389 | (3) | 8/16/2026 | Common Stock | 1389 | $0 | 13888 | D | |
Stock Options (Right to buy) | $5.60 | 1/15/2020 | | M | | | 9206 | (4) | 8/16/2026 | Common Stock | 9206 | $0 | 92066 | D | |
Explanation of Responses: |
(1) | The sale reported in the Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 16, 2019. |
(2) | The price reported is a weighted average price. The shares were sold in multiple transactions at per share prices ranging from $46.92 to $46.98. The Reporting Person undertakes to provide upon request to the SEC staff, the Issuer, or any stockholder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
(3) | These stock options vest over a four (4) year period in 48 equal monthly installments at the end of each month following August 16, 2016. |
(4) | These stock options vest a four (4) year period with the first twenty five percent (25%) of such shares vesting on the first anniversary of July 11, 2016, and the remaining shares vesting in equal monthly installments at the end of each month following the first anniversary of July 11, 2016 over the following thirty six (36) months, subject to the terms set forth in the applicable equity agreement. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Farzaneh-Far Ramin C/O RA PHARMACEUTICALS, INC. 87 CAMBRIDGEPARK DRIVE CAMBRIDGE, MA 02140 |
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| Chief Medical Officer |
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Signatures
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/s/ David Lubner, Attorney-in-Fact for Ramin Farzaneh-Far | | 1/16/2020 |
**Signature of Reporting Person | Date |
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