0001209191-22-040281.txt : 20220701 0001209191-22-040281.hdr.sgml : 20220701 20220701164616 ACCESSION NUMBER: 0001209191-22-040281 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: Ashiya Mona CENTRAL INDEX KEY: 0001794070 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37490 FILM NUMBER: 221062070 MAIL ADDRESS: STREET 1: C/O SIERRA ONCOLOGY, INC. STREET 2: 2150 - 885 WEST GEORGIA STREET CITY: VANCOUVER, BRITISH COLUMBIA STATE: Z4 ZIP: V6C 3E8 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 0001794070 Ashiya Mona C/O SIERRA ONCOLOGY, INC. 1820 GATEWAY DR., SUITE 110 SAN MATEO CA 94404 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 Stock Option (right to buy) 13.87 2022-07-01 4 D 0 1500 0.00 D 2029-11-29 Common Stock 1500 0 D Stock Option (right to buy) 13.98 2022-07-01 4 D 0 6874 0.00 D 2030-06-09 Common Stock 6874 0 D Stock Option (right to buy) 18.11 2022-07-01 4 D 0 6000 0.00 D 2031-06-08 Common Stock 6000 0 D 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. The Reporting Person is an employee of OrbiMed Advisors. 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. Each of the Reporting Person, OrbiMed Advisors, GP VII, OrbiMed Genesis GP LLC ("Genesis GP"), and OrbiMed Capital LLC ("OrbiMed Capital") 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"). 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 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. The option fully vested on November 29, 2020. Pursuant to the terms of the merger agreement between issuer, GlaxoSmithKline plc ("GSK") and a subsidiary of GSK, this option was cancelled on the effective date of the merger in exchange for a cash payment equal to, on a per share basis, the offer price of $55.00 less the exercise price. Pursuant to an agreement with OrbiMed Advisors and GP VII, the Reporting Person is obligated to transfer any securities issued under any such stock options or other awards, or the economic benefit thereof, to OrbiMed Advisors and GP VII, which will in turn ensure that such securities or economic benefits are provided to OPI VII. The option fully vested on June 9, 2021. The option fully vested on June 8, 2022. Pursuant to the terms of the merger agreement between issuer, 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, (1) 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. /s/ Mona Ashiya; By: Mary Christina Thomson, Attorney-In-Fact 2022-07-01