FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Wadsworth Samuel C.
2. Issuer Name and Ticker or Trading Symbol

Dimension Therapeutics, Inc. [ DMTX ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Scientific Officer
(Last)          (First)          (Middle)

C/O DIMENSION THERAPEUTICS, INC., 840 MEMORIAL DRIVE, 4TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

11/7/2017
(Street)

CAMBRIDGE, MA 02139
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   11/7/2017     D    278035   D   (1) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)   $7.14   11/7/2017     D         50000      (2) 1/31/2026   Common Stock   50000     (2) 0   D    
Stock Option (Right to Buy)   $1.90   11/7/2017     D         60000      (3) 1/31/2027   Common Stock   60000     (3) 0   D    

Explanation of Responses:
(1)  Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated October 2, 2017, between the Issuer, Ultragenyx Pharmaceutical Inc. ("Ultragenyx"), and Mystic River Merger Sub Inc., a direct, wholly-owned subsidiary of Ultragenyx, in exchange for a cash payment of $6.00 per share.
(2)  This stock option, which vests in equal monthly installments over 48 months beginning January 27, 2016, was assumed by Ultragenyx and converted in accordance with the exchange ratio as set forth in the Merger Agreement.
(3)  This stock option, which vests in equal monthly installments over 48 months beginning January 18, 2017, was assumed by Ultragenyx and converted in accordance with the exchange ratio as set forth in the Merger Agreement.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Wadsworth Samuel C.
C/O DIMENSION THERAPEUTICS, INC.
840 MEMORIAL DRIVE, 4TH FLOOR
CAMBRIDGE, MA 02139


Chief Scientific Officer

Signatures
/s/ Mary Thistle, as Attorney-in-Fact for Samuel C. Wadsworth 11/7/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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