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* VEF MANAGEMENT III LLC (Last) (First) (Middle) 30 ROCKEFELLER PLAZA, ROOM 5508 (Street) NEW YORK NY 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/30/2004		X		21,593	A	$2.52	125,970	I	By Fund(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant (right to buy)(2)	$2.52	12/30/2004		J			21,593	04/21/2003	04/21/2008	Common Stock	21,593	(2)	0	I	By Fund(1)
Warrant (right to buy)(2)	$3.85(3)	12/30/2004		J		23,752		12/30/2004	12/29/2009	Common Stock	23,752	(2)	23,752	I	By Fund(1)
Warrant (right to buy)(2)(4)	$2.52	12/30/2004		J		21,593		12/30/2004	02/07/2005	Common Stock	21,593	(2)	21,593	I	By Fund(1)
Warrant (right to buy)(4)	$2.52	12/30/2004		X			21,593	12/30/2004	02/07/2005	Common Stock	21,593	(2)	0	I	By Fund(1)

Explanation of Responses:

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

2. Pursuant to that certain Exchange Agreement by and among the Issuer and certain warrantholders of the Issuer (including Venrock Entrepreneurs Fund III, L.P.), Venrock Entrepreneurs Fund III, L.P. voluntarily exchanged its warrant to purchase 21,593 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 21,593 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 23,752 shares of common stock at an exercise price of $3.85 per share (subject to adjustment as provided in footnote (3) below) on or before December 30, 2009 (the "Long-term Replacement Warrant").

3. 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.

4. Immediately following the exchange described in footnote (2) above, Venrock Entrepreneurs Fund III, L.P. exercised the Short-term Replacement Warrant.

Remarks:

	Bryan E. Roberts, Member	01/04/2005
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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