0001209191-22-040288.txt : 20220701
0001209191-22-040288.hdr.sgml : 20220701
20220701165005
ACCESSION NUMBER: 0001209191-22-040288
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220701
FILED AS OF DATE: 20220701
DATE AS OF CHANGE: 20220701
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ORBIMED ADVISORS LLC
CENTRAL INDEX KEY: 0001055951
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37490
FILM NUMBER: 221062095
BUSINESS ADDRESS:
STREET 1: 601 LEXINGTON AVENUE
STREET 2: 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: (212) 739-6400
MAIL ADDRESS:
STREET 1: 601 LEXINGTON AVENUE
STREET 2: 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ORBIMED CAPITAL LLC
CENTRAL INDEX KEY: 0001157524
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37490
FILM NUMBER: 221062094
BUSINESS ADDRESS:
STREET 1: 601 LEXINGTON AVENUE
STREET 2: 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: (212) 739-6400
MAIL ADDRESS:
STREET 1: 601 LEXINGTON AVENUE
STREET 2: 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: OrbiMed Genesis GP LLC
CENTRAL INDEX KEY: 0001808744
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37490
FILM NUMBER: 221062093
BUSINESS ADDRESS:
STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: (212) 739-6400
MAIL ADDRESS:
STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: OrbiMed Capital GP VII LLC
CENTRAL INDEX KEY: 0001760648
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37490
FILM NUMBER: 221062092
BUSINESS ADDRESS:
STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-739-6491
MAIL ADDRESS:
STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Sierra Oncology, Inc.
CENTRAL INDEX KEY: 0001290149
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1820 GATEWAY DRIVE
STREET 2: SUITE 110
CITY: SAN MATEO
STATE: CA
ZIP: 94404
BUSINESS PHONE: (605) 376-8679
MAIL ADDRESS:
STREET 1: 1820 GATEWAY DRIVE
STREET 2: SUITE 110
CITY: SAN MATEO
STATE: CA
ZIP: 94404
FORMER COMPANY:
FORMER CONFORMED NAME: ProNAi Therapeutics Inc
DATE OF NAME CHANGE: 20040513
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2022-07-01
1
0001290149
Sierra Oncology, Inc.
SRRA
0001055951
ORBIMED ADVISORS LLC
601 LEXINGTON AVE., 54TH FLOOR
NEW YORK
NY
10022
1
0
1
0
0001157524
ORBIMED CAPITAL LLC
601 LEXINGTON AVE., 54TH FLOOR
NEW YORK
NY
10022
1
0
1
0
0001808744
OrbiMed Genesis GP LLC
601 LEXINGTON AVE., 54TH FLOOR
NEW YORK
NY
10022
1
0
1
0
0001760648
OrbiMed Capital GP VII LLC
601 LEXINGTON AVE., 54TH FLOOR
NEW YORK
NY
10022
1
0
1
0
Common Stock
2022-07-01
4
D
0
1511362
55.00
D
0
I
See footnotes
Common Stock
2022-07-01
4
D
0
226704
55.00
D
0
I
See footnotes
Common Stock
2022-07-01
4
D
0
226704
55.00
D
0
I
See footnotes
Series A Warrants
13.20
2022-07-01
4
D
0
1136250
0.00
D
2019-11-13
2024-11-13
Common Stock
1136250
0
I
See footnotes
Series A Warrants
13.20
2022-07-01
4
D
0
170437
0.00
D
2019-11-13
2024-11-13
Common Stock
170437
0
I
See footnotes
Series A Warrants
13.20
2022-07-01
4
D
0
170437
0.00
D
2019-11-13
2024-11-13
Common Stock
170437
0
I
See footnotes
These securities are held of record by OrbiMed Private Investments VII, LP ("OPI VII"). OrbiMed Capital GP VII LLC ("GP VII") is the general partner of OPI VII and OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of GP VII. By virtue of such relationships, GP VII and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by OPI VII and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPI VII.
This report on Form 4 is jointly filed by OrbiMed Advisors, GP VII, Genesis GP, and OrbiMed Capital. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for purpose of Section 16 of the Exchange Act, or for any other purpose.
These securities are held of record by OrbiMed Genesis Master Fund, L.P. ("Genesis"). OrbiMed Genesis GP LLC ("Genesis GP") is the general partner of Genesis and OrbiMed Advisors is the managing member of Genesis GP. By virtue of such relationships, Genesis GP and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by Genesis and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by Genesis.
These securities are held of record by OrbiMed Partners Master Fund Limited ("OPM"). OrbiMed Capital LLC ("OrbiMed Capital") is the investment advisor to OPM. OrbiMed Capital is a relying advisor of OrbiMed Advisors. OrbiMed Advisors and OrbiMed Capital exercise voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPM.
Pursuant to the terms of the merger agreement between issuer, GlaxoSmithKline plc ("GSK") and a subsidiary of GSK (the "Merger"), the Company's outstanding warrants will be treated in accordance with their respective terms. At the effective time of the Merger, any of the Company's outstanding Series A warrants will be cancelled and represent only the right to receive an amount in cash, without interest, equal to the Black Scholes Value (as defined in the Series A Warrants) which is calculated under the terms of the Series A warrants to be $45.98 per share of our common stock subject to the Series A warrants.
OrbiMed Advisors LLC; By /s/Douglas Coon, Chief Compl Ofcr.
2022-07-01
OrbiMed Capital LLC; By /s/Douglas Coon, Chief Compl Ofcr.
2022-07-01
OrbiMed Genesis GP LLC; By /s/Douglas Coon, Chief Compl Ofcr.
2022-07-01
OrbiMed Capital GP VII; By /s/Douglas Coon, Chief Compl Ofcr
2022-07-01