Sienna Biopharmaceuticals (SNNAQ) Form 4 Sienna Biopharmaceuticals / John W Smither 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^*

Smither John W

(Last) (First) (Middle)

C/O SIENNA BIOPHARMACEUTICALS, INC.

30699 RUSSELL RANCH ROAD, SUITE 140

(Street)

WESTLAKE VILLAGE CA 91362

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Sienna Biopharmaceuticals, Inc. [ SNNA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2019

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	01/01/2019		A		45,000	A	(1)	46,657(2)	D
Common Stock								34,961	I	See Footnote(3)

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
Stock Options (Right to buy)	$2.32	01/01/2019		A		14,422		01/01/2019	01/01/2029	Common Stock	14,422	$0.00	14,422	D
Stock Options (Right to buy)	$2.32	01/01/2019		A		22,500		(4)	01/01/2029	Common Stock	22,500	$0.00	22,500	D
Stock Options (Right to buy)	$2.32	01/01/2019		A		22,500		(5)	01/01/2029	Common Stock	22,500	$0.00	45,000	D

Explanation of Responses:

1. Award of restricted stock units ("RSUs") granted under the Issuer's 2017 Incentive Award Plan. Each RSU entitles the Reporting Person to receive one share of Issuer common stock upon vesting. The award vests as to twenty-five percent (25%) of the total number of RSUs on July 1, 2019, twenty-five percent (25%) of the total number of RSUs on January 1, 2020, and the remaining fifty percent (50%) of the total number of RSUs on the second anniversary, in each case, subject to the Reporting Person's continued employment or service relationship with the Issuer through the applicable vesting date.

2. Includes a total of 1,657 shares of the Issuer's common stock acquired pursuant to the Issuer's Employee Stock Purchase Plan.

3. The shares are directly held by the 1994 Smither Family Trust, as Amended and Restated in 2014.

4. Twenty percent (20%) of the shares subject to the option vest and become exercisable upon satisfaction of one performance-based milestone, forty percent (40%) of the shares vest and become exercisable upon satisfaction of a second performance-based milestone, and the remaining forty percent (40%) of the shares vest and become exercisable upon satisfaction of a third performance-based milestone, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date.

5. Twenty-five percent (25%) of the shares subject to the option vest and become exercisable on July 1,2019, twenty-five percent (25%) of the shares vest and become exercisable on January 1, 2020, and the remaining shares vest and become exercisable in 12 successive, equal monthly installments thereafter, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date.

Remarks:

	/s/ Timothy K. Andrews, attorney-in-fact for John W. Smither	01/03/2019
	** 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 4 (b)(v).
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