Anand Mehra Form 4 Mirna Therapeutics / Anand Mehra 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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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^*

Sofinnova Venture Partners VIII, L.P.

(Last) (First) (Middle)

SOFINNOVA VENTURES

3000 SAND HILL ROAD, 4-250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Mirna Therapeutics, Inc. [ MIRN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/05/2015

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

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

	Form filed by One Reporting Person
X	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	10/05/2015		C		1,244,269	A	(1)	1,244,269	D(2)
Common Stock	10/05/2015		C		583,559	A	(1)	1,827,828	D(2)
Common Stock	10/06/2015		J(3)		289,841	A	$0(3)	2,117,669	D(2)
Common Stock	10/06/2015		P		857,142	A	$7	2,974,811	D(2)

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
Series C Preferred Stock	(1)	10/05/2015		C			1,244,269(5)	(1)	(4)	Common Stock	1,244,269(5)	$0	0	D(2)
Series D Preferred Stock	(1)	10/05/2015		C			583,559	(1)	(4)	Common Stock	583,559	$0	0	D(2)

1. Name and Address of Reporting Person^*

Sofinnova Venture Partners VIII, L.P.

(Last) (First) (Middle)

SOFINNOVA VENTURES

3000 SAND HILL ROAD, 4-250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sofinnova Management VIII, L.L.C.

(Last) (First) (Middle)

3000 SAND HILL ROAD, 4-250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HEALY JAMES

(Last) (First) (Middle)

3000 SAND HILL ROAD, 4-250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AKKARAJU SRINIVAS

(Last) (First) (Middle)

3000 SAND HILL ROAD, 4-250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Mehra Anand

(Last) (First) (Middle)

3000 SAND HILL ROAD, 4-250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Explanation of Responses:

1. Each share of Series C and Series D Preferred Stock automatically converted on a one-to-one basis into Common Stock immediately prior to the consummation of the Issuer's initial public offering.

2. The shares are held by Sofinnova Venture Partners VIII, L.P. ("SVP VIII"). Sofinnova Management VIII, L.L.C. ("SM VIII") is the general partner of SVP VIII. The individual Managers, or the Managing Members, of SM VIII are Michael Powell, James Healy, Srinivas Akkaraju and Anand Mehra. The Managers share voting and dispositive power with regard to the shares held directly by SVP VIII. Such persons and entities disclaim beneficial ownership over the shares owned by SVP VIII except to the extent of any pecuniary interest therein.

3. The shares were issued for no additional consideration pursuant to an accruing paid-in-kind dividend on shares of Series C and Series D Preferred Stock of the Company.

4. The expiration date is not relevant to the conversion of the securities.

5. Due to a clerical error, the Reporting Persons' Form 3 which previously reported the holding of these shares understated his total by one (1) share.

	/s/ Nathalie Auber, Attorney-in-Fact for Sofinnova Venture Partners VIII, L.P.	10/06/2015
	/s/ Nathalie Auber, Attorney-in-Fact for Sofinnova Management VIII, L.L.C.	10/06/2015
	/s/ Nathalie Auber, Attorney-in-Fact for James Healy	10/06/2015
	/s/ Nathalie Auber, Attorney-in-Fact for Srinivas Akkaraju	10/06/2015
	/s/ Nathalie Auber, Attorney-in-Fact for Anand Mehra	10/06/2015
	** Signature of Reporting Person	Date
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