Form Type: 4

SEC EDGAR Link
Accession Number:0001104659-20-042771
Date:2020-04-02
Issuer: RA PHARMACEUTICALS, INC. (RARX)
Original Submission Date:

Reporting Person:

RICARDO ALONSO
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 2,973 d $48.00 0 direct
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) 0.84 2020-04-02 deemed execution date D 2,857 (d) 2022-06-14 common stock 2,857 $0.84 0 direct
STOCK OPTION (RIGHT TO BUY) 2.87 2020-04-02 deemed execution date D 14,285 (d) 2024-12-11 common stock 14,285 $2.87 0 direct
STOCK OPTION (RIGHT TO BUY) 2.87 2020-04-02 deemed execution date D 30,000 (d) 2025-12-10 common stock 30,000 $2.87 0 direct
STOCK OPTION (RIGHT TO BUY) 5.6 2020-04-02 deemed execution date D 31,428 (d) 2026-08-16 common stock 31,428 $5.60 0 direct
STOCK OPTION (RIGHT TO BUY) 16.64 2020-04-02 deemed execution date D 60,000 (d) 2027-02-01 common stock 60,000 $16.64 0 direct
STOCK OPTION (RIGHT TO BUY) 7.33 2020-04-02 deemed execution date D 26,250 (d) 2028-02-01 common stock 26,250 $7.33 0 direct
STOCK OPTION (RIGHT TO BUY) 21.0 2020-04-02 deemed execution date D 107,000 (d) 2029-02-01 common stock 107,000 $21.00 0 direct
RESTRICTED STOCK UNITS 0.0 2020-04-02 deemed execution date D 4,375 (d) common stock 4,375 $0.00 0 direct
Footnotes
IDfootnote
f1 includes 2,973 shares of issuer common stock acquired upon the vesting and net settlement of restricted stock units on february 1, 2020.
f2 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.
f3 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.
f4 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.
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