0001193125-19-038097.txt : 20190213 0001193125-19-038097.hdr.sgml : 20190213 20190213163602 ACCESSION NUMBER: 0001193125-19-038097 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20190213 DATE AS OF CHANGE: 20190213 GROUP MEMBERS: LIAM RATCLIFFE GROUP MEMBERS: NEW LEAF BPO ASSOCIATES I, L.P. GROUP MEMBERS: NEW LEAF VENTURE MANAGEMENT III, L.L.C. GROUP MEMBERS: RONALD HUNT GROUP MEMBERS: VIJAY LATHI 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89009 FILM NUMBER: 19597933 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: New Leaf Biopharma Opportunities I, L.P. CENTRAL INDEX KEY: 0001625696 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O NEW LEAF VENTURE PARTNERS STREET 2: 7 TIMES SQUARE, SUITE 3502 CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 646-871-6400 MAIL ADDRESS: STREET 1: C/O NEW LEAF VENTURE PARTNERS STREET 2: 7 TIMES SQUARE, SUITE 3502 CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: New Leaf Growth Fund I, L.P. DATE OF NAME CHANGE: 20141117 SC 13G/A 1 d700844dsc13ga.htm SC 13G/A SC 13G/A

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2

(Amendment No. 1)

 

 

Sierra Oncology, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

82640U107

(CUSIP Number)

December 31, 2018

(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)

 

(1)

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. 82640U107    13G    Page  2  of 9 Pages

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

New Leaf Biopharma Opportunities I, L.P. (“Biopharma I”)

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒

 

  3  

SEC USE ONLY

 

  4    

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

5,020,446 shares; except that (i) New Leaf BPO Associates I, L.P. (“BPO Associates”), the sole general partner of Biopharma I, may be deemed to have sole power to vote such shares; (ii) New Leaf Venture Management III, L.L.C. (“NLV Management”), the sole general partner of BPO Associates and ultimate general partner of Biopharma I, may be deemed to have sole power to vote such shares; and (iii) each of Ronald Hunt (“Hunt”), Vijay Lathi (“Lathi”) and Liam Ratcliffe (“Ratcliffe”), the managers of NLV Management, may be deemed to have shared power to vote such shares.

   6   

SHARED VOTING POWER

 

See response to row 5.

   7   

SOLE DISPOSITIVE POWER

 

5,020,446 shares; except that (i) BPO Associates, the sole general partner of Biopharma I, may be deemed to have sole power to dispose of such shares; (ii) NLV Management, the sole general partner of BPO Associates and ultimate general partner of Biopharma I, may be deemed to have sole power to dispose of such shares; and (iii) each of Hunt, Lathi and Ratcliffe, the managers of NLV Management, may be deemed to have shared power to dispose of such shares.

   8   

SHARED DISPOSITIVE POWER

 

See response to row 7.

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,020,446

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.8%

12    

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

 

CUSIP No. 82640U107    13G    Page  3  of 9 Pages

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

New Leaf BPO Associates I, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒

 

  3  

SEC USE ONLY

 

  4    

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

5,020,446 shares, all of which are owned by BioPharma I; except that (i) BPO Associates, the sole general partner of Biopharma I, may be deemed to have sole power to vote such shares; (ii) NLV Management, the sole general partner of BPO Associates and ultimate general partner of Biopharma I, may be deemed to have sole power to vote such shares; and (iii) each of Hunt, Lathi and Ratcliffe, the managers of NLV Management, may be deemed to have shared power to vote such shares.

   6   

SHARED VOTING POWER

 

See response to row 5.

   7   

SOLE DISPOSITIVE POWER

 

5,020,446 shares, all of which are owned by BioPharma I; except that (i) BPO Associates, the sole general partner of Biopharma I, may be deemed to have sole power to dispose of such shares; (ii) NLV Management, the sole general partner of BPO Associates and ultimate general partner of Biopharma I, may be deemed to have sole power to dispose of such shares; and (iii) each of Hunt, Lathi and Ratcliffe, the managers of NLV Management, may be deemed to have shared power to dispose of such shares.

   8   

SHARED DISPOSITIVE POWER

 

See response to row 7.

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,020,446

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.8%

12    

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

 

CUSIP No. 82640U107    13G    Page  4  of 9 Pages

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

New Leaf Venture Management III, L.L.C.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒

 

  3  

SEC USE ONLY

 

  4    

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

5,020,446 shares, all of which are owned by BioPharma I; except that (i) BPO Associates, the sole general partner of Biopharma I, may be deemed to have sole power to vote such shares; (ii) NLV Management, the sole general partner of BPO Associates and ultimate general partner of Biopharma I, may be deemed to have sole power to vote such shares; and (iii) each of Hunt, Lathi and Ratcliffe, the managers of NLV Management, may be deemed to have shared power to vote such shares.

   6   

SHARED VOTING POWER

 

See response to row 5.

   7   

SOLE DISPOSITIVE POWER

 

5,020,446 shares, all of which are owned by BioPharma I; except that (i) BPO Associates, the sole general partner of Biopharma I, may be deemed to have sole power to dispose of such shares; (ii) NLV Management, the sole general partner of BPO Associates and ultimate general partner of Biopharma I, may be deemed to have sole power to dispose of such shares; and (iii) each of Hunt, Lathi and Ratcliffe, the managers of NLV Management, may be deemed to have shared power to dispose of such shares.

   8   

SHARED DISPOSITIVE POWER

 

See response to row 7.

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,020,446

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.8%

12    

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO

 

CUSIP No. 82640U107    13G    Page  5  of 9 Pages

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Vijay Lathi

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒

 

  3  

SEC USE ONLY

 

  4    

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

See response to row 6.

   6   

SHARED VOTING POWER

 

5,020,446 shares, all of which are owned by BioPharma I; except that (i) BPO Associates, the sole general partner of Biopharma I, may be deemed to have sole power to vote such shares; (ii) NLV Management, the sole general partner of BPO Associates and ultimate general partner of Biopharma I, may be deemed to have sole power to vote such shares; and (iii) each of Hunt, Lathi and Ratcliffe, the managers of NLV Management, may be deemed to have shared power to vote such shares.

   7   

SOLE DISPOSITIVE POWER

 

See response to row 8.

   8   

SHARED DISPOSITIVE POWER

 

5,020,446 shares, all of which are owned by BioPharma I; except that (i) BPO Associates, the sole general partner of Biopharma I, may be deemed to have sole power to dispose of such shares; (ii) NLV Management, the sole general partner of BPO Associates and ultimate general partner of Biopharma I, may be deemed to have sole power to dispose of such shares; and (iii) each of Hunt, Lathi and Ratcliffe, the managers of NLV Management, may be deemed to have shared power to dispose of such shares.

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,020,446

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.8%

12    

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

CUSIP No. 82640U107    13G    Page  6  of 9 Pages

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Ronald Hunt

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒

 

  3  

SEC USE ONLY

 

  4    

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

See response to row 6.

   6   

SHARED VOTING POWER

 

5,020,446 shares, all of which are owned by BioPharma I; except that (i) BPO Associates, the sole general partner of Biopharma I, may be deemed to have sole power to vote such shares; (ii) NLV Management, the sole general partner of BPO Associates and ultimate general partner of Biopharma I, may be deemed to have sole power to vote such shares; and (iii) each of Hunt, Lathi and Ratcliffe, the managers of NLV Management, may be deemed to have shared power to vote such shares.

   7   

SOLE DISPOSITIVE POWER

 

See response to row 8.

   8   

SHARED DISPOSITIVE POWER

 

5,020,446 shares, all of which are owned by BioPharma I; except that (i) BPO Associates, the sole general partner of Biopharma I, may be deemed to have sole power to dispose of such shares; (ii) NLV Management, the sole general partner of BPO Associates and ultimate general partner of Biopharma I, may be deemed to have sole power to dispose of such shares; and (iii) each of Hunt, Lathi and Ratcliffe, the managers of NLV Management, may be deemed to have shared power to dispose of such shares.

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,020,446 shares

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.8%

12    

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

CUSIP No. 82640U107    13G    Page  7  of 9 Pages

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Liam Ratcliffe

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒

 

  3  

SEC USE ONLY

 

  4    

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

See response to row 6.

   6   

SHARED VOTING POWER

 

5,020,446 shares, all of which are owned by BioPharma I; except that (i) BPO Associates, the sole general partner of Biopharma I, may be deemed to have sole power to vote such shares; (ii) NLV Management, the sole general partner of BPO Associates and ultimate general partner of Biopharma I, may be deemed to have sole power to vote such shares; and (iii) each of Hunt, Lathi and Ratcliffe, the managers of NLV Management, may be deemed to have shared power to vote such shares.

   7   

SOLE DISPOSITIVE POWER

 

See response to row 8.

   8   

SHARED DISPOSITIVE POWER

 

5,020,446 shares, all of which are owned by BioPharma I; except that (i) BPO Associates, the sole general partner of Biopharma I, may be deemed to have sole power to dispose of such shares; (ii) NLV Management, the sole general partner of BPO Associates and ultimate general partner of Biopharma I, may be deemed to have sole power to dispose of such shares; and (iii) each of Hunt, Lathi and Ratcliffe, the managers of NLV Management, may be deemed to have shared power to dispose of such shares.

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,020,446

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.8%

12    

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

CUSIP No. 82640U107    13G    Page  8  of 9 Pages

 

Schedule 13G

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Schedule 13G originally filed with the Securities and Exchange Commission (the “SEC”) on February 14, 2018 (the “Original Schedule 13G”) by the Reporting Persons. The “Reporting Persons” are, collectively, New Leaf Biopharma Opportunities I, L.P. (“Biopharma I”), New Leaf BPO Associates I, L.P. (“BPO Associates”), New Leaf Venture Management III, L.L.C. (“NLV Management”), Liam Ratcliffe (“Ratcliffe”), Ronald Hunt (“Hunt”) and Vijay Lathi (“Lathi”). Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13G remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment No. 1 have the meanings ascribed to them in the Original Schedule 13G.

 

Item 4.

Ownership.

 

  (a)

Amount beneficially owned:

Biopharma I is the record owner of the 5,020,446 shares of Common Stock (the “Biopharma Shares”). As the sole general partner of Biopharma I, BPO Associates may be deemed to own beneficially the Biopharma Shares. As the sole general partner of BPO Associates and ultimate generate partner of Biopharma I, NLV Management may be deemed to own beneficially the Biopharma Shares. As the individual managers of NLV Management, each of the Managing Directors also may be deemed to own beneficially the Biopharma Shares. Each Reporting Person disclaims beneficial ownership of such shares of Common Stock except for the shares, if any, such Reporting Person holds of record or to the extent of their pecuniary interest therein, if any.

 

  (b)

Percent of class:

See line 11 of cover sheets. The percentages set forth on the cover sheet for each Reporting Person are calculated based on 74,365,965 shares of Common Stock reported by the Issuer to be outstanding as of November 6, 2018, as reported on the Issuer’s Form 10-Q as filed with the Securities and Exchange Commission on November 8, 2018.

 

  (c)

Number of shares as to which the person has:

 

  (i)

Sole power to vote or to direct the vote: see line 5 of cover sheets.

 

  (ii)

Shared power to vote or to direct the vote: see line 6 of cover sheets.

 

  (iii)

Sole power to dispose or to direct the disposition of: see line 7 of cover sheets.

 

  (iv)

Shared power to dispose or to direct the disposition of: see line 8 of cover sheets.

CUSIP No. 82640U107    13G    Page  9  of 9 Pages

 

SIGNATURES

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: February 12, 2019

 

NEW LEAF BIOPHARMA OPPORTUNITIES I, L.P.   
By:    NEW LEAF BPO ASSOCIATES I, L.P.   
   Its General Partner   
   By:   

NEW LEAF VENTURE MANAGEMENT

III, L.L.C.

   
      Its General Partner   
      By:   

/s/ Craig L. Slutzkin

   
         Craig L. Slutzkin   
         Chief Financial Officer   
NEW LEAF BPO ASSOCIATES I, L.P.   
By:    NEW LEAF VENTURE MANAGEMENT III, L.L.C.   
   Its General Partner   
   By:   

/s/ Craig L. Slutzkin

   
      Craig L. Slutzkin   
      Chief Financial Officer   
NEW LEAF VENTURE MANAGEMENT III, L.L.C.   
By:   

/s/ Craig L. Slutzkin

   
   Craig L. Slutzkin   
   Chief Financial Officer   

*

   
Vijay Lathi   

*

   
Ronald Hunt   

*

   
Liam Ratcliffe   

 

/s/ Craig L. Slutzkin

* Craig L. Slutzkin
As attorney-in-fact

 

*

This Schedule 13G was executed by Craig L. Slutzkin on behalf of the individuals listed above pursuant to Powers of Attorney. Note that copies of the applicable Powers of Attorney are already on file with the appropriate agencies.

EX-99.1 2 d700844dex991.htm EX-99.1 EX-99.1

EXHIBIT 1

AGREEMENT REGARDING JOINT FILING OF SCHEDULE 13G

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 shares of Common Stock of Sierra Oncology, Inc.

Date: February 12, 2019

 

NEW LEAF BIOPHARMA OPPORTUNITIES I, L.P.   
By:    NEW LEAF BPO ASSOCIATES I, L.P.   
   Its General Partner   
   By:   

NEW LEAF VENTURE MANAGEMENT

III, L.L.C.

   
      Its General Partner   
      By:   

/s/ Craig L. Slutzkin

   
         Craig L. Slutzkin   
         Chief Financial Officer   
NEW LEAF BPO ASSOCIATES I, L.P.   
By:    NEW LEAF VENTURE MANAGEMENT III, L.L.C.   
   Its General Partner   
   By:   

/s/ Craig L. Slutzkin

   
      Craig L. Slutzkin   
      Chief Financial Officer   
NEW LEAF VENTURE MANAGEMENT III, L.L.C.   
By:   

/s/ Craig L. Slutzkin

   
   Craig L. Slutzkin   
   Chief Financial Officer   

*

   
Vijay Lathi   

*

   
Ronald Hunt   

*

   
Liam Ratcliffe   

 

/s/ Craig L. Slutzkin

* Craig L. Slutzkin
As attorney-in-fact

 

*

This Schedule 13G was executed by Craig L. Slutzkin on behalf of the individuals listed above pursuant to Powers of Attorney. Note that copies of the applicable Powers of Attorney are already on file with the appropriate agencies.