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^*

VENROCK MANAGEMENT III LLC

(Last)

(First)

(Middle)

30 ROCKEFELLER PLAZA, ROOM 5508

(Street)

NEW YORK

10112

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/06/2005

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	07/06/2005⁽¹⁾		P		1,000,000	A	$1.6	6,038,805	I	By Fund⁽²⁾

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)
Warrants (right to buy)	$1.92⁽³⁾	07/06/2005⁽¹⁾		P		360,000		⁽⁴⁾	07/06/2010	Common Stock	360,000	⁽⁵⁾	360,000	I	By Fund⁽²⁾

Explanation of Responses:

1. The securities reported on this Form 4 are being purchased pursuant to a securities purchase agreement (the "Purchase Agreement"). The terms of the issuance were fixed on July 6, 2005. The issuance of these securities is conditioned only upon the approval of such issuance by the stockholders of the Issuer. Such stockholder approval is guaranteed by virtue of the fact that the Issuer has secured voting agreements from the Issuer's existing stockholders (including the reporting person), whereby such stockholders have agreed to vote their shares in favor of the issuance, and such voting agreements collectively cover a sufficient number of shares of the Issuer's common stock to ensure that the issuance will be approved.

2. Securities held of record by Venrock Associates III, L.P., a limited partnership of which Venrock Management III LLC is the General Partner. Venrock Management III LLC disclaims beneficial ownership of these securities except to the extent of its pro-rata interest.

3. The exercise price is subject to potential adjustment as follows. If the shares of the Issuer's Common Stock are (i) terminated from registration under the Securities Act of 1933, as amended, during the time in which the Issuer remains obligated under the Purchase Agreement to keep the Registration Statement (as defined in the Purchase Agreement) current, effective and free from any material misstatement or omission to state a material fact or (ii) delisted from the Nasdaq National Market, the exercise price then in effect at the time of such deregistration or delisting shall be reduced to $1.67 per share.

4. The warrant becomes exercisable on the six-month anniversary of the date of grant.

5. Not applicable.

Remarks:

	Bryan E. Roberts, Member	07/08/2005
	** 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).
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