Vivo Capital IX Form 4 Change in insider ownership

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^*

Vivo Opportunity, LLC

(Last) (First) (Middle)

192 LYTTON AVENUE

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Sierra Oncology, Inc. [ SRRA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2022

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	07/01/2022		D		161,712	D(2)	$55	0	I	By: Vivo Ventures Fund VII, L.P. and Vivo Ventures VII Affiliates Fund, L.P.(1)
Common Stock	07/01/2022		D		2,735,853	D(2)	$55	0	I	By: Vivo Opportunity Fund Holdings, L.P.(3)
Common Stock	07/01/2022		D		431,947	D(2)	$55	0	I	By: Vivo Capital Fund IX, L.P.(4)

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 A Warrants	$13.2	07/01/2022		D			324,740(2)	11/13/2019	11/13/2024	Common Stock	324,740	$0.00(4)	0	I	By: Vivo Capital Fund IX, L.P.(4)
Series A Warrants	$13.2	07/01/2022		D			1,455,384(2)	11/13/2019	11/13/2024	Common Stock	1,455,384	$0.00(4)	0	I	By: Vivo Opportunity Fund Holdings, L.P.(3)
Series A Warrants	$13.2	07/01/2022		D			75,749(2)	11/13/2019	11/13/2024	Common Stock	75,749	$0.00(4)	0	I	By: Vivo Ventures Fund VII, L.P. and Vivo Ventures VII Affiliates Fund, L.P.(1)

1. Name and Address of Reporting Person^*

Vivo Opportunity, LLC

(Last) (First) (Middle)

192 LYTTON AVENUE

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Vivo Opportunity Fund Holdings, L.P.

(Last) (First) (Middle)

192 LYTTON AVENUE

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Vivo Capital IX, LLC

(Last) (First) (Middle)

192 LYTTON AVENUE

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Vivo Capital Fund IX, L.P.

(Last) (First) (Middle)

192 LYTTON AVENUE

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VIVO VENTURES VII, LLC

(Last) (First) (Middle)

192 LYTTON AVENUE

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Vivo Ventures Fund VII, L.P.

(Last) (First) (Middle)

192 LYTTON AVENUE

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Vivo Ventures VII Affiliates Fund, L.P.

(Last) (First) (Middle)

192 LYTTON AVENUE

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

Explanation of Responses:

1. Vivo Ventures VII, LLC ("Vivo Ventures LLC") is the general partner of each of Vivo Ventures Fund VII, L.P. and Vivo Ventures VII Affiliates Fund, L.P. ("Vivo Fund VII"), the record holder of the securities. Vivo Ventures LLC disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

2. Pursuant to an Agreement and Plan of Merger, dated April 12, 2022, between GlaxoSmithKline plc ("GSK"), Orikum Acquisition Inc. ("Merger Sub") and the Issuer (the "Merger Agreement"), Merger Sub merged with and into the Issuer on July 1, 2022, with the Issuer surviving as a wholly-owned subsidiary of GSK (the "Merger"). At the effective time of the Merger, each outstanding share of common stock of the Issuer automatically and without any required action on the part of the Reporting Person, was converted into the right to receive $55.00 in cash, without interest.

3. Vivo Opportunity, LLC ("Vivo Opportunity LLC") is the general partner of Vivo Opportunity Fund Holdings, L.P., the record holder of the securities. Vivo Opportunity LLC disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

4. Vivo Capital IX, LLC ("Vivo Capital IX LLC") is the general partner of Vivo Capital Fund IX, L.P., the record holder of the securities. Vivo Capital IX LLC disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

5. Pursuant to the terms of the Merger Agreement, the Issuer's outstanding Series A Warrants (the "Series A Warrants") were treated in accordance with their respective terms such that, at the effective time of the Merger, the outstanding Series A Warrants were cancelled and thereafter represent only the right to receive an amount in cash, without interest, equal to the Black Scholes Value (as defined in the Series A Warrants), which as calculated under the terms of the Series A Warrants equaled $45.98 per share of common stock underlying such warrants.

Remarks:

Gaurav Aggarwal has been deputized to represent the Reporting Persons on the board of directors of the Issuer. By virtue of Dr. Aggarwal's representation, for purposes of Section 16 of the Securities Exchange Act of 1934 each of the Reporting Persons may be deemed directors by deputization of the Issuer. Dr. Aggarwal has filed a separate Section 16 report disclosing securities of the Issuer that he may be deemed to beneficially own for Section 16 purposes.

	/s/ Gaurav Aggarwal as a managing member of Vivo Opportunity, LLC	07/01/2022
	/s/ Gaurav Aggarwal as a managing member of Vivo Opportunity, LLC, the general partner of Vivo Opportunity Fund Holdings, L.P.	07/01/2022
	/s/ Frank Kung as a managing member of Vivo Capital IX, LLC	07/01/2022
	/s/ Frank Kung as a managing member of Vivo Capital IX, LLC, the general partner of Vivo Capital Fund IX, L.P.	07/01/2022
	/s/ Frank Kung as a managing member of Vivo Ventures VII, LLC	07/01/2022
	/s/ Frank Kung as a managing member of Vivo Ventures VII, LLC, the general partner of Vivo Ventures Fund VII, L.P. and Vivo Ventures VII Affiliates Fund, L.P.	07/01/2022
	** Signature of Reporting Person	Date
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