0001213900-19-025159.txt : 20191202 0001213900-19-025159.hdr.sgml : 20191202 20191202173330 ACCESSION NUMBER: 0001213900-19-025159 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191122 FILED AS OF DATE: 20191202 DATE AS OF CHANGE: 20191202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vivo Ventures VII Affiliates Fund, L.P. CENTRAL INDEX KEY: 0001538309 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37490 FILM NUMBER: 191264084 BUSINESS ADDRESS: STREET 1: 505 HAMILTON AVENUE, SUITE 200 CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: (650) 688-0822 MAIL ADDRESS: STREET 1: 505 HAMILTON AVENUE, SUITE 200 CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vivo Ventures Fund VII, L.P. CENTRAL INDEX KEY: 0001509160 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37490 FILM NUMBER: 191264085 BUSINESS ADDRESS: STREET 1: 505 HAMILTON AVENUE, SUITE 200 CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: (650) 688-0818 MAIL ADDRESS: STREET 1: 505 HAMILTON AVENUE, SUITE 200 CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VIVO VENTURES VII, LLC CENTRAL INDEX KEY: 0001565020 STATE OF INCORPORATION: CA FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37490 FILM NUMBER: 191264086 BUSINESS ADDRESS: STREET 1: 505 HAMILTON AVENUE, SUITE 200 CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: (650) 688-0822 MAIL ADDRESS: STREET 1: 505 HAMILTON AVENUE, SUITE 200 CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vivo Capital Fund IX, L.P. CENTRAL INDEX KEY: 0001750117 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37490 FILM NUMBER: 191264087 BUSINESS ADDRESS: STREET 1: 192 LYTTON AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: (650) 688-0818 MAIL ADDRESS: STREET 1: 192 LYTTON AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vivo Capital IX, LLC CENTRAL INDEX KEY: 0001750698 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37490 FILM NUMBER: 191264088 BUSINESS ADDRESS: STREET 1: 192 LYTTON AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 6506880818 MAIL ADDRESS: STREET 1: 192 LYTTON AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vivo Opportunity Fund, L.P. CENTRAL INDEX KEY: 0001726403 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37490 FILM NUMBER: 191264089 BUSINESS ADDRESS: STREET 1: 192 LYTTON AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650-688-0818 MAIL ADDRESS: STREET 1: 192 LYTTON AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vivo Opportunity, LLC CENTRAL INDEX KEY: 0001728970 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37490 FILM NUMBER: 191264090 BUSINESS ADDRESS: STREET 1: 192 LYTTON AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 6506880818 MAIL ADDRESS: STREET 1: 192 LYTTON AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 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: 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 3 1 ownership.xml X0206 3 2019-11-22 0 0001290149 Sierra Oncology, Inc. SRRA 0001728970 Vivo Opportunity, LLC C/O VIVO CAPITAL LLC 192 LYTTON AVENUE PALO ALTO CA 94301 0 0 1 0 0001726403 Vivo Opportunity Fund, L.P. 192 LYTTON AVENUE PALO ALTO CA 94301 0 0 1 0 0001750698 Vivo Capital IX, LLC 192 LYTTON AVENUE PALO ALTO CA 94301 0 0 1 0 0001750117 Vivo Capital Fund IX, L.P. 192 LYTTON AVENUE PALO ALTO CA 94301 0 0 1 0 0001565020 VIVO VENTURES VII, LLC 192 LYTTON AVENUE PALO ALTO CA 94301 0 0 1 0 0001509160 Vivo Ventures Fund VII, L.P. 192 LYTTON AVENUE PALO ALTO CA 94301 0 0 1 0 0001538309 Vivo Ventures VII Affiliates Fund, L.P. 192 LYTTON AVENUE PALO ALTO CA 94301 0 0 1 0 Common Stock 2438270 I By: Vivo Ventures Fund VII, L.P. and Vivo Ventures VII Affiliates Fund, L.P. Series A Convertible Voting Preferred Stock Common Stock 58215390 I By Vivo Opportunity Fund, L.P. Series A Convertible Voting Preferred Stock Common Stock 12989610 I By: Vivo Capital Fund IX, L.P. Series A Convertible Voting Preferred Stock Common Stock 3030000 I By: Vivo Ventures Fund VII, L.P. and Vivo Ventures VII Affiliates Fund, L.P. Series A Warrant (Right to Purchase) 0.33 Common Stock 58215390 I By: Vivo Opportunity Fund, L.P. Series A Warrant (Right to Purchase) 0.33 Common Stock 12989610 I By: Vivo Capital Fund IX, L.P. Series A Warrant (Right to Purchase) 0.33 Common Stock 3030000 I By: Vivo Ventures Fund VII, L.P. and Vivo Ventures VII Affiliates Fund, L.P. Series B Warrant (Right to Purchase) 0.33 Common Stock 19211079 I By: Vivo Opportunity Fund, L.P. Series B Warrant (Right to Purchase) 0.33 Common Stock 4286571 I By: Vivo Capital Fund IX, L.P. Series B Warrant (Right to Purchase) 0.33 Common Stock 999900 I By: Vivo Ventures Fund VII, L.P. and Vivo Ventures VII Affiliates Fund, L.P. Vivo Ventures VII, LLC is the general partner of each of Vivo Ventures Fund VII, L.P. and Vivo Ventures VII Affiliates Fund, L.P. ("Vivo Fund VII"), the record holder of the securities. Frank Kung, Albert Cha, Edgar Engleman, Chen Yu and Shan Fu are managing members of Vivo Ventures VII, LLC and may be deemed to share voting and dispositive power over the securities held by Vivo Fund VII. Each of these individuals disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund, L.P., the record holder of the securities. Albert Cha, Gaurav Aggarwal, Shan Fu, Frank Kung and Michael Chang are managing members of Vivo Opportunity, LLC and may be deemed to share voting and dispositive power over the securities held by Vivo Opportunity Fund, L.P. Each of these individuals disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. Vivo Capital IX, LLC is the general partner of Vivo Capital Fund IX, L.P., the record holder of the securities. Frank Kung, Albert Cha, Shan Fu, Edgar Engleman and Chen Yu are managing members of Vivo Capital IX, LLC and may be deemed to share voting and dispositive power over the securities held by Vivo Capital Fund IX, L.P. Each of these individuals disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. Each share of Series A Convertible Voting Preferred Stock (the "Series A Preferred Stock") will convert into 3,030 shares of the Issuer's Common Stock (a) at the option of the holder and (b) automatically upon the 5th trading date following the Issuer's announcement of receiving stockholder approval for the first reverse stock split of the Issuer following November 13, 2019, provided that, the Issuer will not effect any conversion, and the holder will not have the right to convert, subject to certain exceptions, the Series A Preferred Stock for shares of Common Stock if, as a result of such conversion, the holder, together with its affiliates and other attribution parties, would own more than 9.99% of the total number of shares of Common Stock then issued and outstanding, which percentage may be changed at the holder's election to a lower percentage at any time or to a higher percentage upon 61 days' notice to the Issuer, (continued from footnote 4) and provided further that such limitation on exercise will automatically increase to 19.99% of the total number of shares of Common Stock then issued and outstanding during the period that any employee, manager, partner, managing director or affiliate of such holder is then serving on the Issuer's board of directors. As Gaurav Aggarwal, managing member of Vivo Opportunity, LLC, which is the general partner of Vivo Opportunity Fund, L.P. is a member of the Issuer's board of directors, the conversion limitation for Series A Preferred Stock held by the Reporting Persons is 19.99%. The Series A Preferred Stock has no expiration date. Each Series A Warrant will be exercisable for one share of Common Stock. The Series A Warrants are exercisable on the first trading day following the date the Issuer obtains stockholder approval of an amendment to its certificate of incorporation increasing the aggregate number of authorized shares of its Common Stock, such that the Issuer shall have sufficient authorized but unissued shares of Common Stock, solely for the purpose of enabling the Issuer to issue shares of its Common Stock upon exercise of the Series A Warrants and the Series B Warrants (the "Warrant Exercise Date"), provided that, at each holder's election, the holder will be prohibited, subject to certain exceptions, from exercising the Series A Warrant for shares of Common Stock if, (continued from footnote 6) as a result of such exercise, the holder, together with its affiliates and other attribution parties, would own more than 9.99% of the total number of shares of Common Stock then issued and outstanding, which percentage may be changed at the holder's election to a lower percentage at any time or to a higher percentage upon 61 days' notice to the Issuer. Each Series A Warrant will expire five years from the date it first becomes exercisable. Each Series B Warrant will be exercisable for 0.33 shares of Common Stock. The Series B Warrants are exercisable on the Warrant Exercise Date, provided that, at each holder's election, the holder will be prohibited, subject to certain exceptions, from exercising the Series B Warrant for shares of Common Stock if, as a result of such exercise, the holder, together with its affiliates and other attribution parties, would own more than 9.99% of the total number of shares of Common Stock then issued and outstanding, which percentage may be changed at the holder's election to a lower percentage at any time or to a higher percentage upon 61 days' notice to the Issuer. Each Series B warrant will expire on the 75th day anniversary of the Issuer's announcement of top-line data from MOMENTUM, its planned Phase 3 clinical trial of momelotinib for patients with myelofibrosis. /s/ Albert Cha as a managing member of Vivo Opportunity, LLC 2019-12-02 /s/ Albert Cha as a managing member of Vivo Capital IX, LLC 2019-12-02 /s/ Albert Cha as a managing member of Vivo Ventures VII, LLC. 2019-12-02 /s/ Albert Cha as a managing member of Vivo Opportunity, LLC, the general partner of Vivo Opportunity Fund, L.P. 2019-12-02 /s/ Albert Cha as a managing member of Vivo Capital IX, LLC, the general partner of Vivo Capital Fund IX, L.P. 2019-12-02 /s/ Albert Cha as a managing member of Vivo Ventures VII, LLC, the general partner of Vivo Ventures Fund VII, L.P. and Vivo Ventures VII Affiliates Fund, L.P. 2019-12-02