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^*

ROBERTS BRYAN E

(Last)

(First)

(Middle)

C/O VENROCK ASSOCIATES

2494 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK

94025

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

3. Date of Earliest Transaction (Month/Day/Year)
09/07/2005

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	09/07/2005		J⁽¹⁾		14	A	⁽²⁾	14	D
Common Stock	09/07/2005		J⁽³⁾		182	A	⁽²⁾	196	D
Common Stock	09/07/2005		J⁽⁴⁾		36	A	⁽²⁾	232	D
Common Stock								908,783	I	By Fund⁽⁵⁾
Common Stock								4,038,821	I	By Fund⁽⁶⁾
Common Stock								5	I	By Limited Liability Company⁽⁷⁾
Common Stock								101,005	I	By Fund⁽⁸⁾
Common Stock								2	I	By Limited Liability Company⁽⁹⁾

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)

Explanation of Responses:

1. Represents a change in the form of beneficial ownership from indirect to direct by virtue of a pro-rata distribution of Common Stock to its partners by Venrock Associates, a limited partnership of which Bryan E. Roberts is a General Partner. In the prior report, Mr. Roberts reported indirect beneficial ownership of 1,358,731 shares of Common Stock held by Venrock Associates as to which beneficial ownership was disclaimed except to the extent of Mr. Roberts' pro-rata interest.

2. Not applicable.

3. Represents a change in the form of beneficial ownership from indirect to direct by virtue of (i) a pro-rata distribution of Common Stock by Venrock Associates III, L.P. to its limited and general partners, including Venrock Management III LLC, a limited liability company and the General Partner of Venrock Associates III, L.P., and (ii) the further pro-rata distribution by Venrock Management III LLC of certain of the shares it received in the distribution by Venrock Associates III, L.P. to its members, including Bryan E. Roberts. In the prior report, Mr. Roberts reported indirect beneficial ownership of 6,038,805 shares of Common Stock held by Venrock Associates III, L.P. as to which beneficial ownership was disclaimed except to the extent of Mr. Roberts' pro-rata interest.

4. Represents a change in the form of beneficial ownership from indirect to direct by virtue of (i) a pro-rata distribution of Common Stock by Venrock Entrepreneurs Fund III, L.P. to its limited and general partners, including VEF Management III LLC, a limited liability company and the General Partner of Venrock Entrepreneurs Fund III, L.P., and (ii) the further pro-rata distribution by VEF Management III LLC of certain of the shares it received in the distribution by Venrock Entrepreneurs Fund III, L.P. to its members, including Bryan E. Roberts. In the prior report, Mr. Roberts reported indirect beneficial ownership of 150,969 shares of Common Stock held by Venrock Entrepreneurs Fund III, L.P. as to which beneficial ownership was disclaimed except to the extent of Mr. Roberts' pro-rata interest.

5. 908,783 shares have been retained by Venrock Associates after the pro-rata distribution of 449,948 shares of Common Stock. Bryan E. Roberts is a General Partner of Venrock Associates and disclaims beneficial ownership of these securities except to the extent of his pro-rata interest.

6. 4,038,821 shares have been retained by Venrock Associates III, L.P. after the pro-rata distribution of 1,999,984 shares of Common Stock. Bryan E. Roberts is a Member of Venrock Management III LLC, which is the General Partner of Venrock Associates III, L.P., and disclaims beneficial ownership of these securities except to the extent of his pro-rata interest.

7. 5 shares have been retained by Venrock Management III LLC after the pro-rata distribution of 10,011 shares of Common Stock. Bryan E. Roberts is a Member of Venrock Management III LLC and disclaims beneficial ownership of these securities except to the extent of his pro-rata interest.

8. 101,005 shares have been retained by Venrock Entrepreneurs Fund III, L.P. after the pro-rata distribution of 49,964 shares of Common Stock. Bryan E. Roberts is a Member of VEF Management III LLC, which is the General Partner of Venrock Entrepreneurs Fund III, L.P., and disclaims beneficial ownership of these securities except to the extent of his pro-rata interest.

9. 2 shares have been retained by VEF Management III LLC after the pro-rata distribution of 544 shares of Common Stock. Bryan E. Roberts is a Member of VEF Management III LLC and disclaims beneficial ownership of these securities except to the extent of his pro-rata interest.

Remarks:

	Bryan E. Roberts	09/09/2005
	** 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.