UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. )
Dicerna Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
253031108
(CUSIP Number)
February 4, 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 persons 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
1,337,000 Shares
6.
SHARED VOTING POWER
0
7.
SOLE DISPOSITIVE POWER
1,337,000 Shares
8.
SHARED DISPOSITIVE POWER
0
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,337,000 Shares
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.04%
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
1,000,000 Shares
18.
SHARED VOTING POWER
0
19.
SOLE DISPOSITIVE POWER
1,000,000 Shares
20.
SHARED DISPOSITIVE POWER
0
21.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000 Shares
22.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
23.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.01%
24.
TYPE OF REPORTING PERSON
PN
Item 1(a). Name of Issuer
The name of the issuer to which this filing on
Schedule 13G relates is Dicerna Pharmaceuticals,
Inc. (the Company).
Item 1(b). Address of Issuers 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 Companys 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 240.13d-1(c), check this box.
Item 4. Ownership
Item 4(a). Amount beneficially owned
As of the close of business on February 10, 2014,
the Trading Fund held 1,337,000 Shares of
Common Stock. As of the close of business on February 10,
2014, the Partners Fund held 1,000,000 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 2,337,000
shares of the Common Stock of the Company as of February 10, 2014.
Item 4(b). Percent of Class
As of the close of business on February 10, 2014,
the Trading Fund held 8.04% of the
Common Stock of the Company. As of the close of business
on February 10, 2014, the Partners Fund wheld 6.01%
of the Common Stock of the Company. The aggregate percentage of
Common Stock reported owned by the Reporting Persons is
14.05% of the Common Stock of the Company as of
February 10, 2014 and is based upon 16,627,660 shares of Common Stock
outstanding, which is the total number of shares of
Common Stock outstanding as of January 30,
2014, based on representations made in the Companys
prospectus filed pursuant to Rule 424(b)(4) under the
Securities Act of 1933 with the Securities and Exchange
Commission on January 30, 2014.
Item 4(c). Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 2,337,000 Shares
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the
disposition of: 2,337,000 Shares
(iv) shared power to dispose or to direct the
disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable.
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 10, 2014
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 a
mendments 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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