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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

CREDIT SUISSE/

(Last)

(First)

(Middle)

CREDIT SUISSE

ELEVEN MADISON AVENUE

(Street)

NEW YORK

10010

(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		P		6,346	A	$1.6	30,976	I	By DLJ Capital Corporation⁽¹⁾
Common Stock	07/06/2005		P		11,411	A	$1.6	55,697	I	By Sprout Entrepreneurs Fund L.P.⁽¹⁾
Common Stock	07/06/2005		P		2,895,406	A	$1.6	14,132,739	I	By Sprout Capital IX L.P.⁽¹⁾
Common Stock	07/06/2005		P		133,712	A	$1.6	652,658	I	By Sprout IX Plan Investors, L.P.⁽¹⁾

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⁽²⁾	07/06/2005		P		2,284		⁽³⁾	⁽³⁾	Common Stock	2,284	⁽²⁾	7,249	I	By DLJ Capital Corporation⁽¹⁾
Warrants (right to buy)	$1.92⁽²⁾	07/06/2005		P		4,107		⁽³⁾	⁽³⁾	Common Stock	4,107	⁽²⁾	13,034	I	By Sprout Entreprene⁽¹⁾
Warrants (right to buy)	$1.92⁽²⁾	07/06/2005		P		1,042,346		⁽³⁾	⁽³⁾	Common Stock	1,042,346	⁽²⁾	3,308,010	I	By Sprout Capital IX L.P.⁽¹⁾
Warrants (right to buy)	$1.92⁽²⁾	07/06/2005		P		48,136		⁽³⁾	⁽³⁾	Common Stock	48,136	⁽²⁾	152,763	I	By Sprout IX Plan Investors, L.P.⁽¹⁾

Explanation of Responses:

1. See Exhibit 99.1

2. The exercise price of the warrant is initially $1.92 per share. If the Issuer's shares of common stock are either (a) delisted from Nasdaq National Market or (b) terminated from registration under the Securities Act of 1933, as amended during the period, when the Issuer is required to keep the registration effective for issue shares issued in its private placement which initially closed on July 6, 2005, the exercise price of the warrant will be reduced to $1.67.

3. The warrant is exercisable from approximately January 2006 to the fifth anniversary of the date of grant.

	/s/ Ed Nadel - Ed Nadel for Credit Suisse, on behalf of the Credit Suisse First Boston business unit	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).
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.