SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 11/22/2019 | 3. Issuer Name and Ticker or Trading Symbol Sierra Oncology, Inc. [ SRRA ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A Convertible Voting Preferred Stock | (1)(2) | (1)(2) | Common Stock | 59,085,000(1)(2)(3)(4)(5) | (1)(2) | I | See footnotes(3)(4)(5) |
Series A Warrants | (6)(7) | (6)(7) | Common Stock | 59,085,000(3)(4)(5)(6)(7) | 0.33 | I | See footnotes(3)(4)(5) |
Series B Warrants | (8) | (8) | Common Stock | 19,498,050(3)(4)(5)(8) | 0.33 | I | See footnotes(3)(4)(5) |
Explanation of Responses: |
1. 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) |
2. (continued from footnote 1) 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 the Reporting Person is a member of the Issuer's board of directors and an employee of OrbiMed Advisors LLC ("OrbiMed Advisors"), the exercise limitation for securities held by OrbiMed Advisors is 19.99%. The Series A Convertible Preferred Stock has no expiration date. |
3. The Reporting Person's beneficial ownership of the Issuer's Common Stock is comprised of 19,500 shares of Series A Convertible Preferred Stock, which are convertible into an aggregate of 59,085,000 shares of Common Stock (the "Preferred Stock Shares"), 59,085,000 Series A Warrants, which are exercisable for an aggregate of 59,085,000 shares of Common Stock (the "A Warrant Shares"), and 59,085,000 Series B Warrants, which are exercisable for an aggregate of 19,498,050 shares of Common Stock (the "B Warrant Shares"). Of the shares reported, 45,450,000 Preferred Stock Shares, 45,450,000 A Warrant Shares and 14,998,500 B Warrant Shares are held of record by OrbiMed Private Investments VII, LP ("OPI VII"), 6,817,500 Preferred Stock Shares, 6,817,500 A Warrant Shares and 2,249,775 B Warrant Shares are held of record by OrbiMed Genesis Master Fund, L.P. ("Genesis"), (continued) |
4. (continued from footnote 3) and 6,817,500 Preferred Stock Shares, 6,817,500 A Warrant Shares and 2,249,775 B Warrant Shares are held of record by OrbiMed Partners Master Fund Limited ("OPM"). OrbiMed Capital GP VII LLC ("GP VII") is the general partner of OPI VII. OrbiMed Advisors is the managing member of GP VII. OrbiMed Global Healthcare GP LLC ("Healthcare GP") is the general partner of Genesis and OrbiMed Advisors is the managing member of Healthcare GP. OrbiMed Capital LLC ("OrbiMed Capital") is the sole holder of manager shares and sole voting member of OPM and OrbiMed Capital is a relying advisor of OrbiMed Advisors. (Continued in footnote 5) |
5. By virtue of such relationships, (a) GP VII and OrbiMed Advisors may be deemed to have voting and investment power with respect to the securities held by OPI VII and as a result may be deemed to have beneficial ownership of such securities, (b) Healthcare 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, and (c) OrbiMed Capital may be deemed to have voting power and investment power over the securities held by OPM and as a result, may be deemed to have beneficial ownership over such securities. Each of GP VII, Healthcare GP, OrbiMed Advisors, OrbiMed Capital, the Reporting Person, Messrs. Borho, Silverstein, and Gordon disclaims beneficial ownership of the shares held by OPI VII, Genesis or OPM, as applicable, except to the extent of its, his or her pecuniary interest therein, if any. The Reporting Person is an employee of OrbiMed Advisors. |
6. 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, 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, (continued) |
7. (continued from footnote 6), 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. |
8. 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. |
Remarks: |
/s/ Sukhi Jagpal as attorney-in-fact for Mona Ashiya | 11/26/2019 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |