Sientra (SIENQ) Form 4 Sientra / Timothy Haines ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Haines Timothy

(Last) (First) (Middle)

420 SOUTH FAIRVIEW, SUITE 200

(Street)

SANTA BARBARA CA 93117

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Sientra, Inc. [ SIEN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/06/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/06/2018		S(1)		8,514	D	$21.13(2)	2,471,980(3)	I	See Notes(6)(7)
Common Stock	11/06/2018		S(1)		81,137	D	$21.6(4)	2,390,843(5)	I	See Notes(6)(7)
Common Stock								37,662	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Abingworth Bioventures VI, LP ("ABV VI") and Abingworth Bioventures V Co-Invest Growth Equity Fund LP ("AGE") on September 5, 2018.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.00 to $21.25 per share, inclusive. Timothy Haines (the "Reporting Person") undertakes to provide to Sientra, Inc. ("Sientra"), any security holder of Sientra, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth herein.

3. Consists of (i) 1,235,990 shares held of record by ABV V, and (ii) 1,235,990 shares held of record by AGE. ABV V and AGE are collectively referred to as the "Abingworth Funds." The investment manager of the Abingworth Funds is Abingworth LLP ("Abingworth"). Abingworth Bioventures V GP LP ("Abingworth GP"), a Scottish limited partnership, serves as the general partner of each of the Abingworth Funds. Abingworth General Partner V LLP, a Scottish limited liability partnership, serves as the general partner of Abingworth GP. Abingworth GP (acting by its general partner Abingworth General Partner V LLP) has delegated to Abingworth all investment and dispositive power over the shares held by the Abingworth Funds. The Reporting Person holds the reported securities indirectly through Abingworth.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.27 to $22.25 per share, inclusive. Reporting Person undertakes to provide to Sientra, any security holder of Sientra, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth herein.

5. Consists of (i) 1,195,421 shares held of record by ABV V, and (ii) 1,195,422 shares held of record by AGE. The investment manager of the Abingworth Funds is Abingworth. Abingworth GP, a Scottish limited partnership, serves as the general partner of each of the Abingworth Funds. Abingworth General Partner V LLP, a Scottish limited liability partnership, serves as the general partner of Abingworth GP. Abingworth GP (acting by its general partner Abingworth General Partner V LLP) has delegated to Abingworth all investment and dispositive power over the shares held by the Abingworth Funds. The Reporting Person holds the reported securities indirectly through Abingworth.

6. The Reporting Person is part of an investment committee of Abingworth, which approves investment and voting decisions by a majority vote, and no individual member has the sole control or voting power over the shares held by the Abingworth Funds. From time to time, the investment committee may delegate investment and voting authority over certain securities held by the Abingworth Funds to employees of Abingworth subject to the supervision and oversight of the investment committee, including any limits on such authority imposed by the investment committee in its discretion and the right of the investment committee to revoke such authority at any time.

7. The Reporting Person disclaims beneficial ownership of all shares held of record by the Abingworth Funds, except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person, Abingworth or any other person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

	/s/ Timothy Haines	11/08/2018
	** Signature of Reporting Person	Date
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