SEC Form SC 13D/A filed by DICE Therapeutics Inc. (Amendment)

23345J104

 

RA Capital Management, L.P.

200 Berkeley Street, 18^th Floor

Boston, MA 02116

Attn: Peter Kolchinsky

Telephone: 617.778.2500

Item 1.

Security and Issuer

 

Item 1 of the Statement is amended and supplemented as follows:

 

This Amendment No. 4 (this “Amendment No. 4” or this “13D/A”) amends and supplements the statement on the Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on September 27, 2021, and amended on October 19, 2022, March 29, 2023, and June 21, 2023 (as amended, the “Statement”), filed by RA Capital Management, L.P., Dr. Kolchinsky, Mr. Shah, and RA Capital Healthcare Fund, L.P. with respect to the common stock, par value $0.0001 per share (the “Common Stock”), of DICE Therapeutics, Inc., a Delaware corporation (the “Issuer”), which has its principal executive offices at 400 East Jamie Court, Suite 300, South San Francisco, CA 94080. Unless otherwise defined herein, capitalized terms used in this Amendment No. 4 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged.

 

Item 4.

Purpose of Transaction

 

Item 4 of the Statement is hereby amended and supplemented by adding the following paragraph to the subsection titled “Merger Agreement and Related Transactions”:

 

Pursuant to the Merger Agreement, the Merger Sub merged with and into the Issuer (such merger and the other transactions contemplated by the Merger Agreement, the “Merger”) with the Issuer surviving the Merger as a wholly owned subsidiary of the Parent. Upon the closing (the “Closing”) of the Merger on August 9, 2023, each share of Common Stock was either (i) purchased for the Offer Price, without interest, less any applicable withholding taxes or (ii) automatically converted into the right to receive an amount in cash without interest, equal to the Offer Price, less any applicable withholding taxes.

 

The foregoing descriptions of the Offer and Merger do not purport to be complete and are qualified in their entirety by reference to the full text of the form of the Offer to Purchase, dated June 30, 2023, which is attached as as Exhibit (a)(1)(A) to the Schedule TO filed by the Parent with the SEC on June 30, 2023 and is incorporated herein by reference. 

 

Item 5.

Interest in Securities of the Issuer

 

Item 5 of the Statement is hereby amended and restated in its entirety to read as follows:

 

(a) and (b) See Items 7-11 of the cover pages and Item 2 above.

 

(c) The following table lists the Reporting Persons’ transactions in Common Stock that were effected since June 21, 2023, the date upon which the Reporting Persons filed Amendment No. 3 to the Statement:

 

Transaction	Purchaser	Date	No. Shares	Price
Tender	The Fund	09-August-2023	7,070,205	(1)
Tender	The Nexus Fund II	09-August-2023	786,407	(1)
Conversion	RA Capital	09-August-2023	21,250	(2)

 

(1) Upon the Closing, these shares of Common Stock were purchased for the Offer Price, without interest, less any applicable withholding taxes. Immediately prior to the Closing, any repurchase rights of the Issuer or other similar restrictions on the Common Stock fully lapsed and all Common Stock became fully vested.

 

(2) Pursuant to the Merger Agreement, each Option to purchase shares of Common Stock that was outstanding but not vested as of immediately prior to the Closing (the “Unvested Option”), became fully vested and exercisable (the “Vested Option”). Each Vested Option was automatically cancelled and converted into the right to receive an amount in cash, without interest, less any applicable tax withholding, equal to the product obtained by multiplying (i) the excess, if any, of the Offer Price over the exercise price per share of Common Stock underlying such Option by (ii) the number of shares of Common Stock underlying such Option. Except if the exercise price per share of Common Stock of the Option was equal to or greater than the Offer Price, such Option was cancelled without any cash payment or other consideration being made in respect thereof.

(d) Not applicable.

 

(e) As a result of the transactions described herein, on August 9, 2023, each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the Common Stock. The filing of this Amendment No. 4 represents the final amendment to the Schedule 13D and constitutes an exit filing for each of the Reporting Persons.

 

Item 7.

Material to be Filed as Exhibits

 

Item 7 of the Statement is amended and supplemented by the following:

 

Exhibit 1        Joint Filing Agreement

 

Exhibit 2      Offer to Purchase (incorporated as Exhibit (a)(1)(A) to the Issuer’s Tender Offer Statement by Third Party filed with the Securities and Exchange Commission on June 30, 2023)