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13D
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Page
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Item
1. Security and Issuer.
This
Amendment No. 4 (“Amendment No. 4”) to Schedule 13D amends and supplements the statement on 13D originally filed on
November 4, 2016, Amendment No. 1 thereto filed on February 27, 2018, Amendment No. 2 thereto filed on December 20, 2018 and Amendment
No. 3 thereto filed on October 17, 2019 relating to the common stock, $.001 par value (the “Common Stock”) of Ra Pharmaceuticals,
Inc. (the “Issuer”) having its principal executive office 87 Cambridge Park Drive, Cambridge, MA 02140.
Certain
terms used but not defined in this Amendment No. 4 have the meanings assigned thereto in the Schedule 13D (including Amendment
No. 1, Amendment No. 2 and Amendment No. 3 thereto). Except as specifically provided herein, this Amendment No. 3 does not modify
any of the information previously reported on the Schedule 13D (including Amendment No. 1, Amendment No. 2 and Amendment No. 3
thereto).
Item
2. Identity and Background.
This
statement is being filed by:
(a)
New Enterprise Associates 13, L.P. (“NEA 13”);
(b)
NEA Partners 13, L.P. (“NEA Partners 13”), which is the sole general partner of NEA 13; and NEA 13 GP, LTD (“NEA
13 LTD” and, together with NEA Partners 13, the “Control Entities”), which is the sole general partner of NEA
Partners 13; and
(c)
Forest Baskett (“Baskett”), Patrick J. Kerins (“Kerins”) and Scott D. Sandell (“Sandell”)
(together, the “Directors”), Peter J. Barris (“Barris”) and David M. Mott (“Mott”). The
Directors are the directors of NEA 13 LTD.
The
persons named in this Item 2 are referred to individually herein as a “Reporting Person” and collectively as the “Reporting
Persons.”
The
address of the principal business office of NEA 13 and each Control Entity is New Enterprise Associates, 1954 Greenspring Drive,
Suite 600, Timonium, MD 21093. The address of the principal business office of Kerins is New Enterprise Associates, 5425 Wisconsin
Avenue, Suite 800, Chevy Chase, MD 20815. The address of the principal business office of Baskett and Sandell is New Enterprise
Associates, 2855 Sand Hill Road, Menlo Park, California 94025.
The
principal business of NEA 13 is to invest in and assist growth-oriented businesses located principally in the United States. The
principal business of NEA Partners 13 is to act as the sole general partner of NEA 13. The principal business of NEA 13 LTD is
to act as the sole general partner of NEA Partners 13. The principal business of each of the Directors is to manage the Control
Entities, NEA 13 and a number of affiliated partnerships with similar businesses.
During
the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been
a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation with respect to such laws.
NEA
13 and NEA Partners 13 are exempted limited partnerships organized under the laws of the Cayman Islands. NEA 13 LTD is an exempted
company organized under the laws of the Cayman Islands. Each of the Directors is a United States citizen.
CUSIP
No. 74933V108
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13D
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Item
4. Purpose of Transaction.
Not
applicable.
Item
5. Interest in Securities of the Issuer.
Each
of the Reporting Persons has ceased to own beneficially five percent or more of the Issuer’s Common Stock.
Item
7. Material to Be Filed as Exhibits.
Exhibit
1 – Agreement regarding filing of joint Schedule 13D.
Exhibit
2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.
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No. 74933V108
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13D
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SIGNATURE
After
reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
EXECUTED
this 6th day of April, 2020.
NEW
ENTERPRISE ASSOCIATES 13, L.P.
|
By:
|
NEA
PARTNERS 13, L.P.
General
Partner
|
|
By:
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NEA
13 GP, LTD
General
Partner
|
By: *
Scott
D. Sandell
Director
NEA
PARTNERS 13, L.P.
|
By:
|
NEA
13 GP, LTD
General Partner
|
By:
*
Scott
D. Sandell
Director
NEA
13 GP, LTD
By:
*
Scott
D. Sandell
Director
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No. 74933V108
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13D
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*
Forest
Baskett
*
Patrick
J. Kerins
*
Scott
D. Sandell
*/s/
Sasha O. Keough
Sasha
O. Keough
As
attorney-in-fact
This Amendment No. 4 to Schedule 13D was executed by Sasha
O. Keough on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.
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EXHIBIT
1
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange
Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need
be filed with respect to the ownership by each of the undersigned of shares of stock of Ra Pharmaceuticals, Inc.
EXECUTED
this 6th day of April, 2020.
NEW
ENTERPRISE ASSOCIATES 13, L.P.
|
By:
|
NEA
PARTNERS 13, L.P.
General
Partner
|
|
By:
|
NEA
13 GP, LTD
General
Partner
|
By: *
Scott
D. Sandell
Director
NEA
PARTNERS 13, L.P.
|
By:
|
NEA
13 GP, LTD
General Partner
|
By:
*
Scott
D. Sandell
Director
NEA
13 GP, LTD
By:
*
Scott
D. Sandell
Director
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*
Forest
Baskett
*
Patrick
J. Kerins
*
Scott
D. Sandell
*/s/
Sasha O. Keough
Sasha
O. Keough
As
attorney-in-fact
This
Agreement relating to Schedule 13D was executed by Sasha O. Keough on behalf of the individuals listed above pursuant to
a Power of Attorney a copy of which is attached hereto as Exhibit 2.
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EXHIBIT
2
POWER
OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Louis S. Citron, Timothy Schaller, Sasha Keough
and Stephanie Brecher, and each of them, with full power to act without the others, his or her true and lawful attorney-in-fact,
with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable
or appropriate to be executed on behalf of himself as an individual or in his or her capacity as a direct or indirect general
partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13
or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated
thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities
and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry
Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing
necessary, desirable or appropriate, fully to all intents and purposes as he or she might or could do in person, thereby ratifying
and confirming all that said attorney-in-fact, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.
IN
WITNESS WHEREOF, this Power of Attorney has been signed as of the 13th day of March, 2017.
/s/
M. James Barrett
M.
James Barrett
/s/
Peter J. Barris
Peter
J. Barris
/s/
Forest Baskett
Forest
Baskett
/s/
Ali Behbahani
Ali
Behbahani
/s/
Colin Bryant
Colin
Bryant
/s/
Carmen Chang
Carmen
Chang
/s/
Anthony A. Florence, Jr.
Anthony
A. Florence, Jr.
/s/
Carol G. Gallagher
Carol
G. Gallagher
/s/
Dayna Grayson
Dayna
Grayson
/s/
Patrick J. Kerins
Patrick
J. Kerins
/s/
P. Justin Klein
P.
Justin Klein
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No. 74933V108
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13D
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/s/
Vanessa Larco
Vanessa
Larco
/s/
Joshua Makower
Joshua
Makower
/s/
Mohamad H. Makhzoumi
Mohamad
H. Makhzoumi
/s/
Edward T. Mathers
Edward
T. Mathers
/s/
David M. Mott
David
M. Mott
/s/
Sara M. Nayeem
Sara
M. Nayeem
/s/
Jason R. Nunn
Jason
R. Nunn
/s/
Gregory Papadopoulos
Gregory
Papadopoulos
/s/
Chetan Puttagunta
Chetan
Puttagunta
/s/
Jon Sakoda
Jon
Sakoda
/s/
Scott D. Sandell
Scott
D. Sandell
/s/
A. Brooke Seawell
A.
Brooke Seawell
/s/
Peter W. Sonsini
Peter
W. Sonsini
/s/
Melissa Taunton
Melissa
Taunton
/s/
Frank M. Torti
Frank
M. Torti
/s/
Ravi Viswanathan
Ravi
Viswanathan
/s/
Paul E. Walker
Paul
E. Walker
/s/
Rick Yang
Rick
Yang