-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ize+yVHNhpNeK3ZI/gGofBVRel1NNnIbxIgV4TMHazCLK8SBtP6Z+e2Gv2mxAVgH IdEPn1FNM+G+D/E44XLB8g== 0000937889-05-000001.txt : 20050104 0000937889-05-000001.hdr.sgml : 20050104 20050104143701 ACCESSION NUMBER: 0000937889-05-000001 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20041230 FILED AS OF DATE: 20050104 DATE AS OF CHANGE: 20050104 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SIRNA THERAPEUTICS INC CENTRAL INDEX KEY: 0000892112 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 341697351 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2950 WILDERNESS PLACE CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: 3034496500 MAIL ADDRESS: STREET 1: 2950 WILDERNESS PLACE CITY: BOULDER STATE: CO ZIP: 80301 FORMER COMPANY: FORMER CONFORMED NAME: RIBOZYME PHARMACEUTICALS INC DATE OF NAME CHANGE: 19960306 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VENROCK ASSOCIATES CENTRAL INDEX KEY: 0000937889 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27914 FILM NUMBER: 05506169 BUSINESS ADDRESS: STREET 1: ROOM 5508 STREET 2: 30 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10112 BUSINESS PHONE: 2126495600 MAIL ADDRESS: STREET 1: ROOM 5508 STREET 2: 30 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10112 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2004-12-30 0000892112 SIRNA THERAPEUTICS INC RNAI 0000937889 VENROCK ASSOCIATES 30 ROCKEFELLER PLAZA, ROOM 5508 NEW YORK NY 10112 0 0 1 0 Common Stock 2004-12-30 4 X 0 194337 2.52 A 1133731 D Warrant (right to buy) 2.52 2004-12-30 4 J 0 194337 D 2003-04-21 2008-04-21 Common Stock 194337 0 D Warrant (right to buy) 3.85 2004-12-30 4 J 0 213771 A 2004-12-30 2009-12-30 Common Stock 213771 213771 D Warrant (right to buy) 2.52 2004-12-30 4 J 0 194337 A 2004-12-30 2005-02-07 Common Stock 194337 194337 D Warrant (right to buy) 2.52 2004-12-30 4 X 0 194337 D 2004-12-30 2005-02-07 Common Stock 194337 0 D Pursuant to that certain Exchange Agreement by and among the Issuer and certain warrantholders of the Issuer (including the Reporting Person), the Reporting Person voluntarily exchanged its warrant to purchase 194,337 shares of common stock with an exercise price of $2.52 per share which was scheduled to expire on April 21, 2008 (the "Original Warrant") for two additional warrants, one of which is exercisable for 194,337 shares of common stock at an exercise price of $2.52 per share on or before February 7, 2005 (the "Short-term Replacement Warrant"), and the other of which is exercisable for 213,771 shares of common stock at an exercise price of $3.85 per share (subject to adjustment as provided in footnote (2) below) on or before December 30, 2009 (the "Long-term Replacement Warrant"). In the event that the Issuer consummates a qualifying private placement of its securities for the primary purpose of raising capital on or before June 30, 2005, the exercise price of the Long-term Replacement Warrant shall be adjusted to the lesser of $3.85 and the lowest price per share of the Issuer's common stock sold (or deemed to be sold) in any such private placement. If the Issuer does not consummate such a private placement on or before June 30, 2005, the exercise price of the Long-term Replacement Warrant shall be adjusted to the lesser of $3.85 and the average closing selling price of a share of the Issuer's common stock traded on the Nasdaq National Market over the 15-day period ending June 30, 2005. Immediately following the exchange described in footnote (1) above, the Reporting Person exercised the Short-term Replacement Warrant. Bryan E. Roberts, General Partner 2005-01-04 -----END PRIVACY-ENHANCED MESSAGE-----