| 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) 04/01/2019 | 3. Issuer Name and Ticker or Trading Symbol Sienna Biopharmaceuticals, Inc. [ SNNA ] | |||||||||||||
| 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) |
| Common Stock | 17,500(1) | D | |
| 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 | ||||
| Stock Options (Right to buy) | (2) | 12/01/2027 | Common Stock | 25,000 | 20.19 | D | |
| Stock Options (Right to buy) | (3) | 06/01/2028 | Common Stock | 5,600 | 15.08 | D | |
| Stock Options (Right to buy) | (4) | 01/01/2029 | Common Stock | 8,750 | 2.32 | D | |
| Stock Options (Right to buy) | (5) | 01/01/2029 | Common Stock | 8,750 | 2.32 | 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's 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. Twenty-five percent (25%) of the shares subject to the option vest and become exercisable on the first anniversary measured from December 1, 2017, and the remaining shares subject to the option vest and become exercisable in 36 successive, equal monthly installments thereafter, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date. |
| 3. Twenty-five percent (25%) of the shares subject to the option vest and become exercisable on the first anniversary measured from June 1, 2018, and the remaining shares subject to the option vest and become exercisable in 36 successive, equal monthly installments thereafter, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date. |
| 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 second performance-based milestone, and the remaining forty percent (40%) of the shares vest and become exercisable upon satisfaction of 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 Alexander Azoy | 04/03/2019 | |
| ** 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 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. | ||
