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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SIRNA THERAPEUTICS INC [ RNAI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 12/30/2004 | X | 25,519 | A | $2.52 | 518,946 | I | By Sprout IX Plan Investors, L.P.(5) | ||
Common Stock | 12/30/2004 | X | 14,910 | A | $2.52 | 288,300 | I | By James Niedel(5) | ||
Common Stock | 12/30/2004 | X | 2,177 | A | $2.52 | 44,286 | I | By Sprout Entrepreneurs Fund, L.P.(5) | ||
Common Stock | 12/30/2004 | X | 552,601 | A | $2.52 | 11,237,333 | I | By Sprout Capital IX, L.P.(5) | ||
Common Stock | 12/30/2004 | X | 1,211 | A | $2.52 | 24,630 | I | By DLJ Capital Corporation(5) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Common Stock Warrants (right to buy) | $2.52 | 12/30/2004 | H | 25,519 | 04/21/2003 | 04/20/2008 | Common Stock | 25,519 | (1) | 76,557 | I | By Sprout IX Plan Investors, L.P.(5) | |||
Common Stock Warrants (right to buy) | $2.52 | 12/30/2004 | H | 2,177 | 04/21/2003 | 04/20/2008 | Common Stock | 2,177 | (1) | 6,533 | I | By Sprout Entrepreneurs Fund, L.P.(5) | |||
Common Stock Warrants (right to buy) | $2.52 | 12/30/2004 | H | 552,601 | 04/21/2003 | 04/20/2008 | Common Stock | 552,601 | (1) | 1,657,803 | I | By Sprout Capital IX, L.P.(5) | |||
Common Stock Warrants (right to buy) | $2.52 | 12/30/2004 | H | 1,211 | 04/21/2003 | 04/20/2008 | Common Stock | 3,633 | (1) | 76,557 | I | By DLJ Capital Corporation(5) | |||
Common Stock Warrants (right to buy) | $2.52 | 12/30/2004 | H | 14,910 | 04/21/2003 | 04/20/2008 | Common Stock | 14,910 | (1) | 44,731 | I | By James Niedel(5) | |||
Common Stock Warrants (right to buy) | $2.52 | 12/30/2004 | P | 25,519 | (6) | 02/07/2005 | Common Stock | 25,519 | (2) | 25,519 | I | By Sprout IX Plan Investors, L.P.(5) | |||
Common Stock Warrants (right to buy) | $2.52 | 12/30/2004 | P | 2,177 | (6) | 02/07/2005 | Common Stock | 2,177 | (2) | 2,177 | I | By Sprout Entrepreneurs Fund, L.P.(5) | |||
Common Stock Warrants (right to buy) | $2.52 | 12/30/2004 | P | 552,601 | (6) | 02/07/2005 | Common Stock | 552,601 | (2) | 552,601 | I | By Sprout Capital IX, L.P.(5) | |||
Common Stock Warrants (right to buy) | $2.52 | 12/30/2004 | P | 1,211 | (6) | 02/07/2005 | Common Stock | 1,211 | (2) | 1,211 | I | By DLJ Capital Corporation(5) | |||
Common Stock Warrants (right to buy) | $2.52 | 12/30/2004 | P | 14,910 | (6) | 02/07/2005 | Common Stock | 14,910 | (2) | 14,910 | I | By James Niedel(5) | |||
Common Stock Warrants (right to buy) | $3.85(3) | 12/30/2004 | P | 28,070 | (6) | 12/30/2009 | Common Stock | 28,070 | (4) | 28,070 | I | By Sprout IX Plan Investors, L.P.(5) | |||
Common Stock Warrants (right to buy) | $3.85(3) | 12/30/2004 | P | 2,394 | (6) | 12/30/2009 | Common Stock | 2,394 | (4) | 2,394 | I | By Sprout Entrepreneurs Fund, L.P.(5) | |||
Common Stock Warrants (right to buy) | $3.85(3) | 12/30/2004 | P | 607,861 | (6) | 12/30/2009 | Common Stock | 607,861 | (4) | 607,861 | I | By Sprout Sprout Capital IX, L.P.(5) | |||
Common Stock Warrants (right to buy) | $3.85(3) | 12/30/2004 | P | 1,332 | (6) | 12/30/2009 | Common Stock | 1,332 | (4) | 1,332 | I | By DLJ Capital Corporation(5) | |||
Common Stock Warrants (right to buy) | $3.85(3) | 12/30/2004 | P | 16,401 | (6) | 12/30/2009 | Common Stock | 16,401 | (4) | 16,401 | I | By James Niedel(5) | |||
Common Stock Warrants (right to buy) | $2.52 | 12/30/2004 | X | 25,519 | (6) | 02/07/2005 | Common Stock | 25,519 | (2) | 0 | I | By Sprout IX Plan Investors, L.P.(5) | |||
Common Stock Warrants (right to buy) | $2.52 | 12/30/2004 | X | 2,177 | (6) | 02/07/2005 | Common Stock | 2,177 | (2) | 0 | I | By Sprout Entrepreneurs Fund, L.P.(5) | |||
Common Stock Warrants (right to buy) | $2.52 | 12/30/2004 | X | 552,601 | (6) | 02/07/2005 | Common Stock | 552,601 | (2) | 0 | I | By Sprout Capital IX, L.P.(5) | |||
Common Stock Warrants (right to buy) | $2.52 | 12/30/2004 | X | 1,211 | (6) | 02/07/2005 | Common Stock | 1,211 | (2) | 0 | I | By DLJ Capital Corporation(5) | |||
Common Stock Warrants (right to buy) | $2.52 | 12/30/2004 | X | 14,910 | (6) | 02/07/2005 | Common Stock | 14,910 | (2) | 0 | I | By James Niedel(5) |
Explanation of Responses: |
1. On December 30, 2004, the warrants were cancelled pursuant to a warrant exchange offer made by Sirna Therapeutics, Inc. (the "Company"). In exchange for the cancelled warrants, the Company issued two separate replacement warrants on December 30, 2004. The first replacement warrant ("First Replacement Warrant") covers the same number of shares and has the same per share exercise price as the cancelled warrants, but with an expiration date of February 7, 2005 and it is exercisable by payment of cash only. The second replacement warrant ("Second Replacement Warrant") covers 110% of the shares subject to the cancelled warrants, has an exercise price of $3.85, subject to downward adjustment upon the occurrence of certain events, has an expiration date of December 30, 2009 and is exercisable by net exercise or by payment of cash. |
2. The warrant is the First Replacement Warrant referred to in footnote (1) above and issued in connection with the warrant exchange described therein. The First Replacement Warrant was exercised on December 30, 2004. |
3. The exercise price of the Second Replacement Warrant is (subject to adjustment in the event of stock splits, reverse stock splits, stock dividends, recapitalizations, or similar events) equal to (x) in the event of a private placement for the primary purpose of raising capital for the Company on or before June 30, 2005, the lower of $3.85 per share and the lowest price per share of Company common stock sold in any such private placement that closes after December 30, 2004 and on or before June 30, 2005 or (y) if no such private placement occurs by June 30, 2005, the lower of $3.85 per share and the average closing selling price of a share of Company common stock traded on the Nasdaq National Market, as quoted in The Wall Street Journal, over the 15-day period ending on June 30, 2005. |
4. The warrant is the Second Replacement Warrant referred to in footnote (1) above and issued in connection with the warrant exchange described therein. |
5. See Exhibit 99.1. |
6. Immediately |
/s/ Ivy Dodes, on behalf of Credit Suisse First Boston, on behalf of the Credit Suisse First Boston business unit | 01/04/2005 | |
** 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. |