Form Type: 4

SEC EDGAR Link
Accession Number:0001104659-20-042764
Date:2020-04-02
Issuer: RA PHARMACEUTICALS, INC. (RARX)
Original Submission Date:

Reporting Person:

SHAH RAJEEV M.
C/O RA PHARMACEUTICALS, INC.
87 CAMBRIDGEPARK DRIVE CAMBRIDGE, MA 02140

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2020-04-02 D 4,858,260 d $48.00 0 indirect f2,f3,f4
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
STOCK OPTION (RIGHT TO BUY) 22.37 2020-04-02 deemed execution date D 15,000 (d) 2027-06-20 common stock 15,000 $22.37 0 direct
STOCK OPTION (RIGHT TO BUY) 9.9 2020-04-02 deemed execution date D 15,000 (d) 2028-06-28 common stock 15,000 $9.90 0 direct
STOCK OPTION (RIGHT TO BUY) 19.88 2020-04-02 deemed execution date D 15,000 (d) 2029-06-11 common stock 15,000 $19.88 0 direct
Footnotes
IDfootnote
f1 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.
f2 represents 3,971,750 shares of issuer common stock held by ra capital healthcare fund, l.p. (the "fund") and 886,510 shares of issuer common stock held in a separately managed account (the "account").
f3 ra capital management, l.p. (the "adviser") is the investment manager for the fund and the account. the general partner of the adviser is ra capital management gp, llc (the "adviser gp"), of which dr. peter kolchinsky and mr. rajeev shah are the managing members. the adviser, the adviser gp, dr. kolchinsky, and mr. shah may be deemed indirect beneficial owners of the reported securities for purposes of section 13(d) of the securities exchange act of 1934 (the "act").
f4 however, they disclaim beneficial ownership of any of the reported securities for the purpose of determining whether they are subject to section 16 of the act in reliance on rules 16a-1(a)(1)(v) and (vii). mr. shah has no pecuniary interest in the reported securities held by the account and therefore disclaims beneficial ownership of those securities for purposes of rule 16a-1(a)(2). mr. shah disclaims beneficial ownership of the reported securities held by the fund for purposes of rule 16a-1(a)(2) except to the extent of his pecuniary interest therein.
f5 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.
f6 under the reporting person's arrangement with the adviser, the reporting person holds the option for the benefit of the fund and the account. the reporting person is obligated to turn over to the adviser any net cash or stock received upon exercise of the option, which will offset advisory fees owed by the fund and account to the adviser. the reporting person therefore disclaims beneficial ownership of the option and underlying common stock.
WhaleWisdom Logo

Elevate your investments