Novartis AG — Director's Dealing 2016

Oct 31, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Ra Pharmaceuticals, Inc. (RARX)
CIK: 0001481512
Period of Report: 2016-10-31

Reporting Person: Novartis Bioventures Ltd (10% Owner)
Reporting Person: NOVARTIS AG (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-31	Common Stock	X	62914	$0.07	Acquired	62914	Direct
2016-10-31	Common Stock	S	339	$13.00	Disposed	62575	Direct
2016-10-31	Common Stock	C	1389797	—	Acquired	1452372	Direct
2016-10-31	Common Stock	C	522561	—	Acquired	1974933	Direct
2016-10-31	Common Stock	C	486104	—	Acquired	2461037	Direct
2016-10-31	Common Stock	P	84615	$13.00	Acquired	2545652	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-10-31	Warrants to Purchase Common Stock	$0.07	X	62914	Disposed	2022-04-01	Common Stock (62914)	Direct
2016-10-31	Series A Preferred Stock	$	C	9728589	Disposed		Common Stock (1389797)	Direct
2016-10-31	Series B-1 Preferred Stock	$	C	3657932	Disposed		Common Stock (522561)	Direct
2016-10-31	Series B-2 Preferred Stock	$	C	3402729	Disposed		Common Stock (486104)	Direct

Footnotes

F1: The board of directors of Novartis Bioventures Ltd. has sole voting and investment control and power over such securities. None of the members of its board of directors has individual voting or investment power with respect to such securities and each disclaims beneficial ownership of such securities. Novartis Bioventures Ltd. is an indirectly owned subsidiary of Novartis AG.

F2: The Warrants automatically exercised immediately prior to the closing of the Issuer's initial public offering for such number of shares issuable pursuant to a cashless net exercise provision, resulting in the Issuer withholding 339 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 62,575 shares, after deducting the aggregate exercise price.

F3: 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.

F4: Each share of the Series B-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.

F5: 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.