SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GREER R SCOTT

(Last)

(First)

(Middle)

185 BERRY STREET

SUITE 6504

(Street)

SAN FRANCISCO

94107

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SIRNA THERAPEUTICS INC [ RNAI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/29/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/29/2006	12/29/2006	D		106,596	D	⁽¹⁾	0	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$4.26	12/29/2006		D			75,000	⁽²⁾	08/12/2013	Common Stock	75,000	⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$4.71	12/29/2006		D			22,292	⁽³⁾	06/13/2016	Common Stock	22,292	⁽³⁾	0	D
Non-Qualified Stock Option (right to buy)	$5.12	12/29/2006		D			10,000	⁽⁴⁾	08/01/2016	Common Stock	10,000	⁽⁴⁾	0	D
Warrants (right to buy)	$1.92	12/29/2006		D			13,500	01/06/2006	07/06/2010	Common Stock	13,500	⁽⁵⁾	0	D

Explanation of Responses:

1. The shares were disposed of pursuant to the merger agreement between Sirna Therapeutics, Inc, Merck & Co., Inc. and Spinnaker Acquisition Corp. in exchange for a cash payment of $13 per share.

2. The outstanding option, which provided for vesting of 6,252 shares upon grant and the remainder in 33 equal monthly installments begining on 8/21/03, was canceled upon the close of the merger in exchange for a total cash payment of $655,500.00 representing the difference between the exercise price of the option value and the merger consideration of $13 per share.

3. The outstanding option, which was immediately exercisable, was canceled upon the close of the merger in exchange for a total cash payment of $184,800.68 representing the difference between the exercise price of the option value and the merger consideration of $13 per share.

4. The outstanding option, which provided for vesting in 12 equal monthly installments begining on February 1, 2006, was canceled upon the close of the merger in exchange for a total cash payment of $78,800.00 representing the difference between the exercise price of the option value and the merger consideration of $13 per share.

5. The outstanding warrant was canceled upon the close of the merger in exchange for a total cash payment of $149,580 representing the difference between the exercise price of the warrant value and the merger consideration of $13 per share.

	By: /s/ Bharat Chowrira For: R. Scott Greer	01/04/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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