Ownership Submission
FORM 4
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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Skyline Venture Partners V LP
  2. Issuer Name and Ticker or Trading Symbol
Dicerna Pharmaceuticals Inc [DRNA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
525 UNIVERSITY AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
02/04/2014
(Street)

PALO ALTO, CA 94301
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 02/04/2014   C   312,000 A (1) 312,000 I See Footnote (2)
Common Stock 02/04/2014   C   179,322 A (1) 491,322 I See Footnote (2)
Common Stock 02/04/2014   C   1,043,429 A (1) 1,534,751 I See Footnote (2)
Common Stock 02/04/2014   P   200,000 A $ 15 1,734,751 I See Footnote (2)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(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
Series A Preferred Stock (1) 02/04/2014   C     312,000   (1)   (1) Common Stock 312,000 $ 0 0 I See Footnote (2)
Series B Preferred Stock (1) 02/04/2014   C     179,322   (1)   (1) Common Stock 179,322 $ 0 0 I See Footnote (2)
Series C Preferred Stock (1) 02/04/2014   C     1,043,429   (1)   (1) Common Stock 1,043,429 $ 0 0 I See Footnote (2)
Common Stock Warrant $ 250 02/04/2014   C   755     (3)   (3) Common Stock 755 $ 0 755 I See Footnote (2)
Series C Preferred Stock Warrants $ 7 02/04/2014   C     21,697   (4)   (4) Common Stock 21,697 $ 0 0 I See Footnote (2)
Common Stock Warrant (right to buy) $ 7 02/04/2014   C   21,697     (4)   (4) Common Stock 21,697 $ 0 21,697 I See Footnote (2)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Skyline Venture Partners V LP
525 UNIVERSITY AVENUE
PALO ALTO, CA 94301
    X    
Skyline Venture Management V, LLC
525 UNIVERSITY AVENUE
PALO ALTO, CA 94301
    X    
Freund John Gordon
525 UNIVERSITY AVENUE
PALO ALTO, CA 94301
    X    
KANEKO YASUNORI
525 UNIVERSITY AVENUE
PALO ALTO, CA 94301
    X    

Signatures

 SKYLINE VENTURE PARTNERS V, L.P. By: SKYLINE VENTURE MANAGEMENT V, LLC Its: General Partner Kerensa Kenny, Attorney-in-Fact   02/05/2014
**Signature of Reporting Person Date

 SKYLINE VENTURE MANAGEMENT V, LLC Kerensa Kenny, Attorney-in-Fact   02/05/2014
**Signature of Reporting Person Date

 JOHN G. FREUND, M.D. Kerensa Kenny, Attorney-in-Fact   02/05/2014
**Signature of Reporting Person Date

 YASUNORI KANEKO, M.D. Kerensa Kenny, Attorney-in-Fact   02/05/2014
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Each share of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock converted into one share of the Issuer's Common Stock upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date.
(2) These securities are held by Skyline Ventures Partners V, L.P. ("Skyline V"). John G. Freund, M.D. and Yasunori Kaneko, M.D. are Managing Directors of Skyline Venture Management V, LLC, the general partner of Skyline V, and may be deemed to share voting and dispositive power over the shares held by Skyline V. Stephen Hoffman, M.D., Ph.D. is a member of Skyline Venture Management V, LLC and may be deemed to share voting and dispositive power over the shares held by Skyline V. Each of Drs. Freund, Kaneko and Hoffman disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
(3) Warrants will expire June 17, 2020.
(4) Warrants will expire June 17, 2020.

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