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 ASSOCIATES III LP

(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)
12/30/2004

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	12/30/2004		X		863,721	A	$2.52	5,038,805	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)
Warrant (right to buy)⁽¹⁾	$2.52	12/30/2004		J			863,721	04/21/2003	04/21/2008	Common Stock	863,721	⁽¹⁾	0	D
Warrant (right to buy)⁽¹⁾	$3.85⁽²⁾	12/30/2004		J		950,093		12/30/2004	12/30/2009	Common Stock	950,093	⁽¹⁾	950,093	D
Warrant (right to buy)⁽¹⁾⁽³⁾	$2.52	12/30/2004		J		863,721		12/30/2004	02/07/2005	Common Stock	863,721	⁽¹⁾	863,721	D
Warrant (right to buy)⁽³⁾	$2.52	12/30/2004		X			863,721	12/30/2004	02/07/2005	Common Stock	863,721	⁽¹⁾	0	D

Explanation of Responses:

1. Pursuant to that certain Exchange Agreement by and among the Issuer and certain warrantholders of the Issuer (including the Reporting Person), the Reporting Person voluntarily exchanged its warrant to purchase 863,721 shares of common stock with an exercise price of $2.52 per share which was scheduled to expire on April 21, 2008 (the "Original Warrant") for two additional warrants, one of which is exercisable for 863,721 shares of common stock at an exercise price of $2.52 per share on or before February 7, 2005 (the "Short-term Replacement Warrant"), and the other of which is exercisable for 950,093 shares of common stock at an exercise price of $3.85 per share (subject to adjustment as provided in footnote (2) below) on or before December 30, 2009 (the "Long-term Replacement Warrant").

2. In the event that the Issuer consummates a qualifying private placement of its securities for the primary purpose of raising capital on or before June 30, 2005, the exercise price of the Long-term Replacement Warrant shall be adjusted to the lesser of $3.85 and the lowest price per share of the Issuer's common stock sold (or deemed to be sold) in any such private placement. If the Issuer does not consummate such a private placement on or before June 30, 2005, the exercise price of the Long-term Replacement Warrant shall be adjusted to the lesser of $3.85 and the average closing selling price of a share of the Issuer's common stock traded on the Nasdaq National Market over the 15-day period ending June 30, 2005.

3. Immediately following the exchange described in footnote (1) above, the Reporting Person exercised the Short-term Replacement Warrant.

Remarks:

	Bryan E. Roberts, Member of Venrock Management III LLC, the General Partner of Venrock Associates III, L.P.	01/04/2005
	** Signature of Reporting Person	Date
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