0001144204-16-129467.txt : 20161025 0001144204-16-129467.hdr.sgml : 20161025 20161025213018 ACCESSION NUMBER: 0001144204-16-129467 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161025 FILED AS OF DATE: 20161025 DATE AS OF CHANGE: 20161025 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: ONE KENDALL SQUARE STREET 2: SUITE B14301 CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: (617) 401-4060 MAIL ADDRESS: STREET 1: ONE KENDALL SQUARE STREET 2: SUITE B14301 CITY: CAMBRIDGE STATE: MA ZIP: 02139 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kolchinsky Peter CENTRAL INDEX KEY: 0001384859 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37926 FILM NUMBER: 161951375 MAIL ADDRESS: STREET 1: 20 PARK PLAZA, SUITE 1200 CITY: BOSTON STATE: MA ZIP: 02116 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37926 FILM NUMBER: 161951376 BUSINESS ADDRESS: STREET 1: 20 PARK PLAZA, SUITE 1200 CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6177782500 MAIL ADDRESS: STREET 1: 20 PARK PLAZA, SUITE 1200 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: RA CAPITAL MANAGEMENT, LLC CENTRAL INDEX KEY: 0001346824 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37926 FILM NUMBER: 161951377 BUSINESS ADDRESS: STREET 1: 20 PARK PLAZA, SUITE 1200 CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-778-2500 MAIL ADDRESS: STREET 1: 20 PARK PLAZA, SUITE 1200 CITY: BOSTON STATE: MA ZIP: 02116 3 1 v451211_3.xml OWNERSHIP DOCUMENT X0206 3 2016-10-25 0 0001481512 Ra Pharmaceuticals, Inc. RARX 0001346824 RA CAPITAL MANAGEMENT, LLC 20 PARK PLAZA, SUITE 1200 BOSTON MA 02116 1 0 1 0 0001315082 RA Capital Healthcare Fund LP C/O RA CAPITAL MANAGEMENT, LLC 20 PARK PLAZA, SUITE 1200 BOSTON MA 02116 0 0 1 0 0001384859 Kolchinsky Peter C/O RA CAPITAL MANAGEMENT, LLC 20 PARK PLAZA, SUITE 1200 BOSTON MA 02116 0 0 1 0 Series B-1 Preferred Stock Common Stock 616646 I See footnotes Series B-2 Preferred Stock Common Stock 573624 I See footnotes These securities include 507,500 shares held by RA Capital Healthcare Fund, L.P. (the "Fund") and 109,146 shares held in an account owned by Blackwell Partners LLC--Series A (the "Account"). These securities include 472,093 shares held by the Fund and 101,531 shares held in the Account. RA Capital Management, LLC (the "Adviser") is the general partner of the Fund and the investment adviser of the Account. Peter Kolchinsky is the sole manager of the Adviser. The Adviser and Mr. Kolchinsky disclaim beneficial ownership of the reported securities: (A) in reliance on Rule 16a-1(a)(1)(v) and (vii); and (B) held by the Fund, for purposes of Rule 16a-1(a)(2), except to the extent of their pecuniary interest therein. The Adviser and Mr. Kochinsky have no pecuniary interest in the reported securities held in the Account and disclaim: (A) beneficial ownership thereof for purposes of Rule 16a-1(a)(2); and (B) any obligation to file reports under Section 16 other than as directors by deputization. The filing of this Form 3 shall not be construed as an admission that either the Adviser or Mr. Kolchinsky is or was the beneficial owner of any of the securities reported herein for purposes of Rule 16a-1(a)(1). Each share of the Series B-1 Preferred Stock is convertible into Common Stock on a 1-for-7 basis automatically upon the closing of the Issuer's initial public offering, and has no expiration date. Each share of the Series B-2 Preferred Stock is convertible into Common Stock on a 1-for-7 basis automatically upon the closing of the Issuer's initial public offering, and has no expiration date. /s/ Peter Kolchinsky, Manager of RA Capital Management, LLC 2016-10-25 /s/ Peter Kolchinsky, Manager of RA Capital Management, LLC, the General Partner of RA Capital Healthcare Fund, L.P. 2016-10-25 /s/ Peter Kolchinsky, individually 2016-10-25