Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
(Rule 13d-102)
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Dicerna Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
253031108
(CUSIP Number)
December 31, 2014
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant
to which this schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form
with respect to the subject class of securities, and for
any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the
purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the
Notes).
CUSIP No. 253031108
13G
Page 2 of 7 Pages
1.
NAME OF REPORTING PERSON
Brookside Capital Trading Fund, L.P.
2.
(a) 0
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) 0
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
0 Shares
6.
SHARED VOTING POWER
0
7.
SOLE DISPOSITIVE POWER
0 Shares
8.
SHARED DISPOSITIVE POWER
0
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Shares
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.00%
12.
TYPE OF REPORTING PERSON
PN
CUSIP No. 253031108
13G
Page 3 of 7 Pages
13.
NAME OF REPORTING PERSON
Brookside Capital Partners Fund, L.P.
14.
(a) 0
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) 0
15.
SEC USE ONLY
16.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
17.
SOLE VOTING POWER
0 Shares
18.
SHARED VOTING POWER
0
19.
SOLE DISPOSITIVE POWER
0 Shares
20.
SHARED DISPOSITIVE POWER
0
21.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Shares
22.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
23.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.00%
24.
TYPE OF REPORTING PERSON
PN
Item 1(a). Name of Issuer
The name of the issuer to which this filing on Schedule
13G/A relates is Dicerna
Pharmaceuticals, Inc. (the "Company").
Item 1(b). Address of Issuer's Principal Executive Offices
The principal executive offices of the Company are located
at 480 Arsenal Street, Building 1,
Suite 120, Watertown, MA 02472.
Item 2(a). Name of Person Filing
This Statement is being filed on behalf of the following
(collectively, the "Reporting
Persons"): (1) Brookside Capital Partners Fund, L.P., a Delaware
limited partnership ("Partners Fund"),
whose sole general partner is Brookside Capital Investors, L.P.,
a Delaware limited partnership
("Brookside Investors"), whose sole general partner is Brookside
Capital Management, LLC, a Delaware
limited liability company ("Brookside Management"); and (2)
Brookside Capital Trading Fund, L.P., a
Delaware limited partnership ("Trading Fund"), whose sole general
partner is Brookside Capital Investors
II, L.P., a Delaware limited partnership ("Brookside Investors II"),
whose sole general partner is
Brookside Management.
The Reporting Persons have entered into a Joint Filing Agreement,
dated February 5, 2014, a
copy of which is filed with this Schedule 13G as Exhibit A, pursuant
to which the Reporting
Persons have agreed to file this statement jointly in accordance with
the provisions of Rule 13d-
1(k)(1) under the Securities Exchange Act of 1934
Item 2(b). Address of Principal Business Office or, if none,
Residence
The principal business address of each of the Partners Fund,
the Trading Fund, Brookside
Investors, Brookside Investors II, and Brookside Management is John
Hancock Tower, 200 Clarendon
Street, Boston, MA 02116.
Item 2(c). Citizenship
Each of the Partners Fund, Trading Fund, Brookside Investors,
Brookside Investors II and
Brookside Management is organized under the laws of the State of Delaware.
Item 2(d). Title of Class of Securities
The class of equity securities of the Company to which this
filing on Schedule 13G relates is
Common Stock ("Common Stock").
Item 2(e). CUSIP Number
The CUSIP number of the Company's Common Stock is 253031108.
Item 3. If this statement is filed pursuant to 240.13d-1(b) or
240.13d-2(b) or (c), check
whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 73c).
(c) [ ] Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15
U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with 13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in accordance
with 240.13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in accordance
with 240.13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12
U.S.C. 1813).
(i) [ ] A church plan that is excluded from the definition of an
investment company under section
3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J).
[x] If this statement is filed pursuant to 40.13d-1(c),
check this box.
Item 4. Ownership
Item 4(a). Amount beneficially owned
As of the close of business on December 31, 2014, the Trading Fund
held 0 Shares of Common
Stock. As of the close of business on December 31, 2014, the Partners Fund
held 0 Shares of Common
Stock. As a result of the foregoing and the relationships described in
Item 2(a), the Reporting Persons
may be deemed to beneficially own 0 shares of the Common Stock of the Company
as of December 31,
2014.
Item 4(b). Percent of Class
As of the close of business on December 31, 2014, the Trading Fund
held 0.00% of the
Common Stock of the Company. As of the close of business on December 31,
2014, the Partners
Fund held 0.00% of the Common Stock of the Company.
Item 4(c). Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 0 Shares
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the
disposition of: 0 Shares
(iv) shared power to dispose or to direct the
disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the
date hereof the reporting person has
ceased to be the beneficial owner of more than 5% of the class of securities,
check the following [x].
.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary which Acquired
the Security Being
Reported on by the Parent Holding Company:
Not Applicable.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below, the undersigned certifies that, to the best of
its knowledge and belief, the
securities referred to above were not acquired and are not held for the
purpose of or with the effect of
changing or influencing the control of the issuer of the securities and
were not acquired and are not held
in connection with or as a participant in any transaction having that
purpose or effect.
Dated: February 13, 2015b
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information
set forth in this statement is true, complete, and correct.
BROOKSIDE CAPITAL PARTNERS FUND, L.P.
By: Brookside Capital Investors, L.P.,
its general partner
By: Brookside Capital Management, LLC,
its general partner
By:
__
Name: William E. Pappendick IV
Title: Managing Director
BROOKSIDE CAPITAL TRADING FUND, L.P.
By: Brookside Capital Investors II, L.P.,
its general partner
By: Brookside Capital Management, LLC,
its general partner
By:
__
Name: William E. Pappendick IV
Title: Managing Director
Exhibit A
AGREEMENT REGARDING THE JOINT FILING OF
SCHEDULE 13G
The undersigned hereby agree as follows:
(i) The Statement on Schedule 13G, and any amendments thereto, to which this
Agreement is annexed as
Exhibit A is and will be filed on behalf of each of them in accordance with
the provisions of Rule 13d-
1(k) under the Securities Exchange Act of 1934, as amended; and
(ii) Each of them is responsible for the timely filing of such Schedule 13G
and any amendments thereto,
and for the completeness and accuracy of the information concerning such person
contained therein; but
none of them is responsible for the completeness or accuracy of the information
concerning the other
persons making the filing, unless such person knows or has reason to believe
that such information is
inaccurate.
Dated: February 10, 2014
BROOKSIDE CAPITAL PARTNERS FUND, L.P.
By: Brookside Capital Investors, L.P.,
its general partner
By: Brookside Capital Management, LLC,
its general partner
By:
Name: William E. Pappendick IV
Title: Managing Director
BROOKSIDE CAPITAL TRADING FUND, L.P.
By: Brookside Capital Investors II, L.P.,
its general partner
By: Brookside Capital Management, LLC,
its general partner
By:
Name: William E. Pappendick IV
Title: Managing Director
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