Statement of Changes in Beneficial Ownership (4)
April 03 2020 - 9:03AM
Edgar (US Regulatory)
FORM 4
[X]
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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3235-0287
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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
*
Lubner David Charles |
2. Issuer Name and Ticker or Trading Symbol
Ra Pharmaceuticals, Inc.
[
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)
Executive VP and CFO |
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(Last)
(First)
(Middle)
C/O RA PHARMACEUTICALS, INC., 87 CAMBRIDGEPARK DRIVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/2/2020 |
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(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 | 4/2/2020 | | D | | 15622 (1) | D | $48.00 (2) | 0 | 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 Option (Right to Buy) | $2.87 | 4/2/2020 | | D | | | 115572 (2) | (3) | 3/1/2026 | Common Stock | 115572 | $0 (3) | 0 | D | |
| Stock Option (Right to Buy) | $2.87 | 4/2/2020 | | D | | | 92283 (2) | (3) | 3/1/2026 | Common Stock | 92283 | $0 (3) | 0 | D | |
| Stock Option (Right to Buy) | $5.60 | 4/2/2020 | | D | | | 28571 (2) | (3) | 8/16/2026 | Common Stock | 28571 | $0 (3) | 0 | D | |
| Stock Option (Right to Buy) | $16.64 | 4/2/2020 | | D | | | 112500 (2) | (3) | 2/1/2027 | Common Stock | 112500 | $0 (3) | 0 | D | |
| Stock Option (Right to Buy) | $7.33 | 4/2/2020 | | D | | | 62500 (2) | (3) | 2/1/2028 | Common Stock | 65000 | $0 (3) | 0 | D | |
| Stock Option (Right to Buy) | $21 | 4/2/2020 | | D | | | 133000 (2) | (3) | 2/1/2029 | Common Stock | 133000 | $0 (3) | 0 | D | |
| Restricted Stock Units | (4) | 4/2/2020 | | D | | | 10416 (2) | (4) | (4) | Common Stock | 10416 | $0 (4) | 0 | D | |
| Explanation of Responses: |
| (1) | Includes (i) 377 shares of Issuer common stock acquired under the Issuer's Employee Stock Purchase Plan on December 10, 2019 and (ii) 7,248 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. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Lubner David Charles
C/O RA PHARMACEUTICALS, INC.
87 CAMBRIDGEPARK DRIVE
CAMBRIDGE, MA 02140 |
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| Executive VP and CFO |
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Signatures
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| /s/ David Charles Lubner | | 4/3/2020 |
| **Signature of Reporting Person | Date |
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