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Form 3 Ra Pharmaceuticals, Inc. For: Oct 25 Filed by: Morgenthaler Management Partners IX, LLC

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October 25, 2016 9:10 PM EDT
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
MORGENTHALER VENTURE PARTNERS IX LP
(Last) (First) (Middle)
3200 ALPINE ROAD
(Street)
PORTOLA VALLEY CA 94028
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/25/2016 		3. Issuer Name and Ticker or Trading Symbol
Ra Pharmaceuticals, Inc. [ RARX ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of 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
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 17,142
D (1)
 
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants to Purchase Common Stock   (2) 04/01/2022 Common Stock 63,019 0.07 D (1)  
Series A Preferred Stock   (3)   (3) Common Stock 1,392,130 (3) D (1)  
Series B-1 Preferred Stock   (4)   (4) Common Stock 523,438 (4) D (1)  
Series B-2 Preferred Stock   (5)   (5) Common Stock 486,919 (5) D (1)  
Explanation of Responses:
1. The securities are held by Morgenthaler Venture Partners IX, L.P. ("MVP IX"). The general partner of MVP IX is Morgenthaler Management Partners IX, LLC ("MMP IX"). MMP IX may be deemed to indirectly beneficially own the securities directly held by MVP IX. MMP IX disclaims beneficial ownership of the securities held by MVP IX except to the extent of its pecuniary interest therein.
2. The Warrants to Purchase Common Stock have a $0.07 exercise price and are automatically exercised for shares of Common Stock on a net issuance basis upon consummation of the Issuer's initial public offering of Common Stock
3. Each share of the Series A Preferred Stock is convertible into Common Stock on a 1-for-7 basis automatically upon the closing of the Issuer's initial public offering, and has no expiration date.
4. Each share of the SeriesB-1 Preferred Stock is convertible into Common Stock on a 1-for-7 basis automatically upon the closing of the Issuer's initial public offering, and has no expiration date.
5. Each share of the Series B-2 Preferred Stock is convertible into Common Stock on a 1-for-7 basis automatically upon the closing of the Issuer's initial public offering, and has no expiration date.
MORGENTHALER VENTURE PARTNERS IX, L.P. By: Morgenthaler Management Partners IX, LLC, its General Partner, By: /s/ Jason Lettmann Name: Jason Lettmann, Its: Member 10/25/2016
** Signature of Reporting Person Date
MORGENTHALER MANAGEMENT PARTNERS IX, LLC, By: /s/ Jason Lettmann, Its: Member 10/25/2016
** 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 Number.

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