Schedule 13G

Names of Reporting Persons

Frazier Life Sciences VIII, L.P.

Check the Appropriate Box if a Member of a Group (see instructions)

(a) ☐ (b) ☒

SEC USE ONLY

Citizenship or Place of Organization

Delaware

0001193125-21-247747.txt : 20210816 0001193125-21-247747.hdr.sgml : 20210816 20210816161700 ACCESSION NUMBER: 0001193125-21-247747 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20210816 DATE AS OF CHANGE: 20210816 GROUP MEMBERS: ALAN FRAZIER GROUP MEMBERS: ALBERT CHA GROUP MEMBERS: FHM LIFE SCIENCES VIII, L.L.C. GROUP MEMBERS: FHM LIFE SCIENCES VIII, L.P. GROUP MEMBERS: FHM VI, L.L.C. GROUP MEMBERS: FHM VI, L.P. GROUP MEMBERS: FHMLSP, L.L.C. GROUP MEMBERS: FHMLSP, L.P. GROUP MEMBERS: FRAZIER HEALTHCARE VI, L.P. GROUP MEMBERS: FRAZIER LIFE SCIENCES VIII, L.P. GROUP MEMBERS: JAMES BRUSH GROUP MEMBERS: JAMES N. TOPPER GROUP MEMBERS: NADER NAINI GROUP MEMBERS: NATHAN EVERY GROUP MEMBERS: PATRICK J. HERON SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-89009 FILM NUMBER: 211178452 BUSINESS ADDRESS: STREET 1: 2150 ? 885 WEST GEORGIA STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 3E8 BUSINESS PHONE: 604-558-6536 MAIL ADDRESS: STREET 1: 2150 ? 885 WEST GEORGIA STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 3E8 FORMER COMPANY: FORMER CONFORMED NAME: ProNAi Therapeutics Inc DATE OF NAME CHANGE: 20040513 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Frazier Life Sciences Public Fund, L.P. CENTRAL INDEX KEY: 0001863769 IRS NUMBER: 862999645 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: TWO UNION SQUARE, 601 UNION ST. STREET 2: SUITE 3200 CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 650-325-5156 MAIL ADDRESS: STREET 1: TWO UNION SQUARE, 601 UNION ST. STREET 2: SUITE 3200 CITY: SEATTLE STATE: WA ZIP: 98101 SC 13G 1 d206571dsc13g.htm SCHEDULE 13G Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Sierra Oncology, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

82640U404

(CUSIP Number)

August 6, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 82640U404

(1)

Consists of 148,148 shares of Common Stock held directly by Frazier Life Sciences VIII, L.P. FHM Life Sciences VIII, L.P. is the general partner of Frazier Life Sciences VIII, L.P. and FHM Life Sciences VIII, L.L.C. is the general partner of FHM Life Sciences VIII, L.P. James N. Topper and Patrick J. Heron are the sole members of FHM Life Sciences VIII, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences VIII, L.P.

(2)	Based on 12,560,642 shares of Common Stock outstanding on August 2, 2021 as set forth in the Issuer’s Form 10-Q filed on August 5, 2021.

CUSIP No. 82640U404

(1)

(2)	Based on 12,560,642 shares of Common Stock outstanding on August 2, 2021 as set forth in the Issuer’s Form 10-Q filed on August 5, 2021.

CUSIP No. 82640U404

(1)

(2)	Based on 12,560,642 shares of Common Stock outstanding on August 2, 2021 as set forth in the Issuer’s Form 10-Q filed on August 5, 2021.

CUSIP No. 82640U404

(1)

Consists of 54,655 shares of Common Stock held directly by Frazier Healthcare VI, L.P. FHM VI, L.P. is the general partner of Frazier Healthcare VI, L.P. and FHM VI, L.L.C. is the general partner of FHM VI, L.P. James N. Topper, Patrick J. Heron, Alan Frazier, Nader Naini and Nathan Every are the members of FHM VI, L.L.C. and therefore share voting and investment power over the shares held by Frazier Healthcare VI, L.P.

(2)	Based on 12,560,642 shares of Common Stock outstanding on August 2, 2021 as set forth in the Issuer’s Form 10-Q filed on August 5, 2021.

CUSIP No. 82640U404

(1)

(2)	Based on 12,560,642 shares of Common Stock outstanding on August 2, 2021 as set forth in the Issuer’s Form 10-Q filed on August 5, 2021.

CUSIP No. 82640U404

(1)

(2)	Based on 12,560,642 shares of Common Stock outstanding on August 2, 2021 as set forth in the Issuer’s Form 10-Q filed on August 5, 2021.

CUSIP No. 82640U404

(1)

Consists of 601,864 shares of Common Stock held directly by Frazier Life Sciences Public Fund L.P. FHMLSP, L.P. is the general partner of Frazier Life Sciences Public Fund L.P. and FHMLSP, L.L.C. is the general partner of FHMLSP, L.P. Patrick J. Heron, James N. Topper, Albert Cha and James Brush are the members of FHMLSP, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences Public Fund L.P.

(2)	Based on 12,560,642 shares of Common Stock outstanding on August 2, 2021 as set forth in the Issuer’s Form 10-Q filed on August 5, 2021.

CUSIP No. 82640U404

(1)

(2)	Based on 12,560,642 shares of Common Stock outstanding on August 2, 2021 as set forth in the Issuer’s Form 10-Q filed on August 5, 2021.

CUSIP No. 82640U404

(1)

(2)	Based on 12,560,642 shares of Common Stock outstanding on August 2, 2021 as set forth in the Issuer’s Form 10-Q filed on August 5, 2021.

CUSIP No. 82640U404

(1)

Consists of 148,148 shares of Common Stock held directly by Frazier Life Sciences VIII, L.P., 54,655 shares of Common Stock held directly by Frazier Healthcare VI, L.P. and 601,864 shares of Common Stock held directly by Frazier Life Sciences Public Fund L.P. FHM Life Sciences VIII, L.P. is the general partner of Frazier Life Sciences VIII, L.P. and FHM Life Sciences VIII, L.L.C. is the general partner of FHM Life Sciences VIII, L.P. James N. Topper and Patrick J. Heron are the sole members of FHM Life Sciences VIII, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences VIII, L.P. FHM VI, L.P. is the general partner of Frazier Healthcare VI, L.P. and FHM VI, L.L.C. is the general partner of FHM VI, L.P. James N. Topper, Patrick J. Heron, Alan Frazier, Nader Naini and Nathan Every are the members of FHM VI, L.L.C. and therefore share voting and investment power over the shares held by Frazier Healthcare VI, L.P. FHMLSP, L.P. is the general partner of Frazier Life Sciences Public Fund L.P. and FHMLSP, L.L.C. is the general partner of Frazier Life Sciences Public Fund L.P. James N. Topper, Patrick J. Heron, Albert Cha and Jaimie Brush are the members of FHMLSP, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences Public Fund L.P.

(2)	Based on 12,560,642 shares of Common Stock outstanding on August 2, 2021 as set forth in the Issuer’s Form 10-Q filed on August 5, 2021.

CUSIP No. 82640U404

(1)

(2)	Based on 12,560,642 shares of Common Stock outstanding on August 2, 2021 as set forth in the Issuer’s Form 10-Q filed on August 5, 2021.

CUSIP No. 82640U404

(1)

(2)	Based on 12,560,642 shares of Common Stock outstanding on August 2, 2021 as set forth in the Issuer’s Form 10-Q filed on August 5, 2021.

CUSIP No. 82640U404

(1)

(2)	Based on 12,560,642 shares of Common Stock outstanding on August 2, 2021 as set forth in the Issuer’s Form 10-Q filed on August 5, 2021.

CUSIP No. 82640U404

(1)

(2)	Based on 12,560,642 shares of Common Stock outstanding on August 2, 2021 as set forth in the Issuer’s Form 10-Q filed on August 5, 2021.

CUSIP No. 82640U404

(1)

(2)	Based on 12,560,642 shares of Common Stock outstanding on August 2, 2021 as set forth in the Issuer’s Form 10-Q filed on August 5, 2021.

CUSIP No. 82640U404

(1)

(2)	Based on 12,560,642 shares of Common Stock outstanding on August 2, 2021 as set forth in the Issuer’s Form 10-Q filed on August 5, 2021.


Item 1(a).		Name of Issuer: Sierra Oncology, Inc.

Item 1(b).		Address of Issuer’s Principal Executive Offices: 1820 Gateway Drive, Suite 110, San Mateo, CA, 94404.

Item 2(a).		Name of Person Filing: The entities and persons filing this statement (collectively, the “Reporting Persons”) are: Frazier Life Sciences VIII, L.P. (“FLS VIII”) FHM Life Sciences VIII, L.P. (“FHM VIII L.P.”) FHM Life Sciences VIII, L.L.C. (“FHM VIII L.L.C.”) Frazier Healthcare VI, L.P. (“FH VI”) FHM VI, L.P. FHM VI, L.L.C. Frazier Life Sciences Public Fund L.P. (“FLSPF”) FHMLSP, L.P. FHMLSP, L.L.C. James N. Topper (“Topper”) Patrick J. Heron (“Heron”) Alan Frazier (“Frazier”) Nader Naini (“Naini”) Nathan Every (“Every”) Albert Cha (“Cha”) James Brush (“Brush” and together with Topper, Heron, Frazier, Naini, Every and Cha, the “Members”)

Item 2(b).		Address of Principal Business Office or, if none, Residence: The address and principal business office of the Reporting Persons is: c/o Frazier Healthcare Partners 601 Union Street, Suite 3200 Seattle, Washington 98101


Item 2(c).		Citizenship:


	Entities:	FLS VIII	-	Delaware, U.S.A.
		FHM VIII L.P.	-	Delaware, U.S.A.
		FHM VIII L.L.C.	-	Delaware, U.S.A.
		FH VI	-	Delaware, U.S.A.
		FHM VI, L.P.	-	Delaware, U.S.A.
		FHM VI, L.L.C.	-	Delaware, U.S.A.
		FLSPF	-	Delaware, U.S.A.
		FHMLSP, L.P.	-	Delaware, U.S.A.
		FHMLSP, L.L.C.	-	Delaware, U.S.A.

	Individuals:	Topper	-	United States Citizen
		Heron	-	United States Citizen
		Frazier	-	United States Citizen
		Naini	-	United States Citizen
		Every	-	United States Citizen
		Cha	-	United States Citizen
		Brush	-	United States Citizen

Item 2(d).	Title of Class of Securities: Common Stock

Item 2(e).	CUSIP Number: 82640U404

Item 3.	If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

(a)	☐ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

(b)	☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);


(c)		☐ Insurance company as defined in section 3(a)19) of the Act (15 U.S.C. 78c);

(d)		☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)		☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)		☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)		☐ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)		☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)		☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)		☐ A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);

(k)		☐ Group, in accordance with §240.13d–1(b)(1)(ii)(K).

		If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution: ____

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.

(a)

Amount Beneficially Owned: See Row 9 of cover page for each Reporting Person.

(b)

Percent of Class: See Row 11 of cover page for each Reporting Person

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person.

(ii)

Shared power to vote or to direct the vote: See Row 6 of cover page for each Reporting Person.

(iii)

Sole power to dispose or to direct the disposition of: See Row 7 of cover page for each Reporting Person.

(iv)

Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person.

Item 5.

Ownership of 5 Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.

Item 6.

Ownership of More than 5 Percent on Behalf of Another Person

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group

Each member of the group is identified on Exhibit A to this Schedule 13G.

Item 9.

Notice of Dissolution of a Group

Not applicable.

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date: August 16, 2021	FRAZIER LIFE SCIENCES VIII, L.P.
	By FHM Life Sciences VIII, L.P., its general partner
	By FHM Life Sciences VIII, L.L.C., its general partner

	By:	/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer

Date: August 16, 2021	FHM LIFE SCIENCES VIII, L.P.
	By FHM Life Sciences VIII, L.L.C., its general partner

	By:	/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer

Date: August 16, 2021	FHM LIFE SCIENCES VIII, L.L.C.

	By:	/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer

Date: August 16, 2021	FRAZIER HEALTHCARE VI, L.P.
	By: FHM VI, L.P., its General Partner
	By: FHM VI, LLC, its General Partner

	By:	/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer

Date: August 16, 2021	FHM VI, L.P.
	By: FHM VI, LLC, its General Partner

	By:	/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer

Date: August 16, 2021	FHM VI, LLC

	By:	/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer
Date: August 16, 2021	FRAZIER LIFE SCIENCES PUBLIC FUND L.P.
	By: FHMLSP, L.P., its General Partner
	By: FHMLSP, L.L.C., its General Partner

	By:	/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer


Date: August 16, 2021	FHMLSP, L.P.
	By: FHMLSP, L.L.C., its General Partner

	By:	/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer

Date: August 16, 2021	FHMLSP, L.L.C.

	By:	/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer

Date: August 16, 2021	By:	*
		James N. Topper

Date: August 16, 2021	By:	*
		Patrick J. Heron

Date: August 16, 2021	By:	*
		Alan Frazier

Date: August 16, 2021	By:	*
		Nader Naini

Date: August 16, 2021	By:	*
		Nathan Every

Date: August 16, 2021	By:	**
		Albert Cha

Date: August 16, 2021	By:	**
		James Brush

Date: August 16, 2021	By:	/s/ Steve R. Bailey
		Steve R. Bailey, as Attorney-in-Fact

*	This Schedule 13G was executed by Steve R. Bailey on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which was filed with the SEC on February 24, 2017.

**	This Schedule 13G was executed by Steve R. Bailey on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which is included herewith as Exhibit B.

Exhibit Index


Exhibit A -		Agreement regarding filing of joint Schedule 13G.
Exhibit B -		Power of Attorney regarding Schedule 13 filings.

EX-99.A 2 d206571dex99a.htm EX-99.A EX-99.A

EXHIBIT A

AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of Common Stock of Sierra Oncology, Inc.


Date: August 16, 2021	FRAZIER LIFE SCIENCES VIII, L.P.
	By FHM Life Sciences VIII, L.P., its general partner
	By FHM Life Sciences VIII, L.L.C., its general partner

	By:	/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer

Date: August 16, 2021	FHM LIFE SCIENCES VIII, L.P.
	By FHM Life Sciences VIII, L.L.C., its general partner

	By:	/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer

Date: August 16, 2021	FHM LIFE SCIENCES VIII, L.L.C.

	By:	/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer

Date: August 16, 2021	FRAZIER HEALTHCARE VI, L.P.

	By: FHM VI, L.P., its General Partner
	By: FHM VI, LLC, its General Partner

	By:	/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer

Date: August 16, 2021	FHM VI, L.P.
	By: FHM VI, LLC, its General Partner

	By:	/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer

Date: August 16, 2021	FHM VI, LLC

	By:	/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer

Date: August 16, 2021	FRAZIER LIFE SCIENCES PUBLIC FUND L.P.
	By: FHMLSP, L.P., its General Partner
	By: FHMLSP, L.L.C., its General Partner

	By:	/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer


Date: August 16, 2021	FHMLSP, L.P.
	By: FHMLSP, L.L.C., its General Partner

	By:	/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer

Date: August 16, 2021	FHMLSP, L.L.C.

	By:	/s/ Steve R. Bailey
		Steve R. Bailey, Chief Financial Officer

Date: August 16, 2021	By:	*
		James N. Topper

Date: August 16, 2021	By:	*
		Patrick J. Heron

Date: August 16, 2021	By:	*
		Alan Frazier

Date: August 16, 2021	By:	*
		Nader Naini

Date: August 16, 2021	By:	*
		Nathan Every

Date: August 16, 2021	By:	**
		Albert Cha

Date: August 16, 2021	By:	**
		James Brush

Date: August 16, 2021	By:	/s/ Steve R. Bailey
		Steve R. Bailey, as Attorney-in-Fact

*	This Agreement was executed by Steve R. Bailey on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which was filed with the SEC on February 24, 2017.

**	This Agreement was executed by Steve R. Bailey on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which is included herewith as Exhibit B.

EX-99.B 3 d206571dex99b.htm EX-99.B EX-99.B

EXHIBIT B

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Steve R. Bailey with full power to act singly, his true and lawful attorney-in-fact, with full power of substitution, to: (i) sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his capacity as a general partner of any partnership or limited liability company, pursuant to Section 13 or 16 of the Securities Exchange Act of 1934, as amended, and any and all regulations promulgated thereunder, (ii) file the same (including any amendments thereto), with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and any stock exchange or similar authority and (iii) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this power of attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate.

Each of the undersigned hereby grant to the attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.

This power of attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the attorney-in-fact.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 11th day of August, 2021.

/s/ Albert Cha

Albert Cha

/s/ James Brush

James Brush