0001104659-20-042762.txt : 20200403
0001104659-20-042762.hdr.sgml : 20200403
20200403090038
ACCESSION NUMBER: 0001104659-20-042762
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200402
FILED AS OF DATE: 20200403
DATE AS OF CHANGE: 20200403
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: RA CAPITAL MANAGEMENT, L.P.
CENTRAL INDEX KEY: 0001346824
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37926
FILM NUMBER: 20771787
BUSINESS ADDRESS:
STREET 1: 200 BERKELEY STREET, 18TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: 617-778-2500
MAIL ADDRESS:
STREET 1: 200 BERKELEY STREET, 18TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
FORMER NAME:
FORMER CONFORMED NAME: RA CAPITAL MANAGEMENT, LLC
DATE OF NAME CHANGE: 20051213
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: RA Capital Healthcare Fund LP
CENTRAL INDEX KEY: 0001315082
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37926
FILM NUMBER: 20771788
BUSINESS ADDRESS:
STREET 1: 200 BERKELEY STREET
STREET 2: 18TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: 6177782500
MAIL ADDRESS:
STREET 1: 200 BERKELEY STREET
STREET 2: 18TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
FORMER NAME:
FORMER CONFORMED NAME: RA Capital Biotech Fund LP
DATE OF NAME CHANGE: 20050121
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Kolchinsky Peter
CENTRAL INDEX KEY: 0001384859
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37926
FILM NUMBER: 20771789
MAIL ADDRESS:
STREET 1: 200 BERKELEY STREET
STREET 2: 18TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Ra Pharmaceuticals, Inc.
CENTRAL INDEX KEY: 0001481512
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 262908274
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 87 CAMBRIDGE PARK DRIVE
CITY: CAMBRIDGE
STATE: MA
ZIP: 02140
BUSINESS PHONE: (617) 401-4060
MAIL ADDRESS:
STREET 1: 87 CAMBRIDGE PARK DRIVE
CITY: CAMBRIDGE
STATE: MA
ZIP: 02140
4
1
tm2012762-4_4.xml
OWNERSHIP DOCUMENT
X0306
4
2020-04-02
1
0001481512
Ra Pharmaceuticals, Inc.
RARX
0001346824
RA CAPITAL MANAGEMENT, L.P.
200 BERKELEY STREET, 18TH FLOOR
BOSTON
MA
02116
1
0
1
0
0001315082
RA Capital Healthcare Fund LP
C/O RA CAPITAL MANAGEMENT, L.P.
200 BERKELEY STREET, 18TH FLOOR
BOSTON
MA
02116
1
0
1
0
0001384859
Kolchinsky Peter
C/O RA CAPITAL MANAGEMENT, L.P.
200 BERKELEY STREET, 18TH FLOOR
BOSTON
MA
02116
1
0
1
0
Common Stock
2020-04-02
4
D
0
4858260
48
D
0
I
See footnote
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").
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.
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").
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, however, in reliance on Rule 16a-1(a)(1)(v) and (vii). To the extent that they might be deemed subject to Section 16, they disclaim beneficial ownership of securities held by the Fund for purposes of Rule 16a-1(a)(2), except to the extent of their pecuniary interest therein, and disclaim any pecuniary interest in securities held in the Account for purposes of Rule 16a-1(a)(2).
The filing of this Form 4 shall not be construed as an admission that either the Adviser, the Adviser GP, Dr. Kolchinsky, or Mr. Shah is or was for the purposes of Section 16(a), or otherwise, the beneficial owner of any of the securities held in the Account.
/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.
2020-04-03
/s/ Peter Kolchinsky, Manager of RA Capital Healthcare GP, LLC, the General Partner of RA Capital Healthcare Fund, L.P.
2020-04-03
/s/ Peter Kolchinsky, individually
2020-04-03