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Item 1.
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Security and Issuer.
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This joint statement on Schedule 13D (this “Statement”) is filed with respect to the common stock, par value $0.001 per share (“Common
Stock”), of Sierra Oncology, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 885 West Georgia Street, Suite 2150, Vancouver, BC V6C 3E8.
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Item 2.
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Identity and Background.
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(a) This Statement is being filed by Longitude Venture Partners III, L.P. (“LVPIII”), Longitude Capital Partners III, LLC
(“LCPIII”, and together with LVPIII, the “Reporting Entities”), Patrick G. Enright (“Enright”) and Juliet Tammenoms Bakker (“Tammenoms Bakker” and together with Enright, the
“Managing Members”), the managing members of LCPIII and Joshua Richardson (“Richardson” and together with the Managing Members, the “Reporting Individuals”), a member of LCPIII and a member of the
Issuer’s board of directors (the “Board”). The Reporting Entities and the Reporting Individuals are collectively referred to as the “Reporting Persons.” The agreement among the Reporting Persons to file jointly
in accordance with the provisions of Rule 13d-1(k)(1) under the Act is attached hereto as Exhibit 1. Each Reporting Person disclaims beneficial ownership of all securities reported in this Statement
except to the extent of such Reporting Person’s pecuniary interest therein, other than those securities reported herein as being held directly by such Reporting Person.
(b) The address of the principal offices of each Reporting Entity and the business address of each Reporting Individual is 2740 Sand Hill Road, Second Floor,
Menlo Park, California 94025.
(c) Each Reporting Entity is a venture capital investment entity. Each Reporting Individual is engaged through venture
capital investment entities in acquiring, holding and disposing of interests in various companies for investment purposes. The Reporting Individuals are members of LCPIII and the Managing Members are managing members of LCPIII, the general partner
of LVPIII. In addition, Richardson was appointed as a member of the Board in November 2019.
(d) During the past five years, none of the Reporting Persons
have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons are, nor during the
last five years have been, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) LCPIII is a
limited liability company organized under the laws of the State of Delaware. LVPIII is a limited partnership organized under the laws of the State of Delaware. Each of the Reporting Individuals is a citizen of the United States of America.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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On November 13, 2019, the Issuer closed its underwritten public offering of 103,000 shares of its Series A convertible voting preferred stock
(“Series A Preferred Stock”), Series A warrants to purchase up to an aggregate of 312,090,000 shares of Common Stock at an exercise price equal to $0.33 (“Series A Warrants”) and Series B warrants to purchase up to
an aggregate of 102,989,700 shares of Common Stock at an exercise price equal to $0.33 (“Series B Warrants”) (such offering, the “Offering”), pursuant to the Issuer’s Prospectus Supplement (SEC File No. 333-225650) filed with the Commission on November 7, 2019 pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the “Registration Statement”). Each share of Series A
Preferred Stock sold in the Offering was accompanied by (i) 3,030 Series A Warrants to purchase 3,030 shares of Common Stock, and (ii) 3,030 Series B Warrants to purchase 1,000 shares of Common Stock. Each share of Series A Preferred Stock and the
accompanying warrants were sold at a combined purchase price of $1,000.
In the Offering, LVPIII purchased 19,500 shares of the Issuer’s Series A
Preferred Stock, 59,085,000 Series A Warrants to purchase up to an aggregate of 59,085,000 shares of Common Stock at an exercise price equal to $0.33, and Series B Warrants to purchase up to an aggregate of 19,498,050 shares of Common Stock at an
exercise price equal to $0.33 for an aggregate purchase price of $19,500,000.
Each Series A Warrant issued in the Offering has an exercise price equal to
$0.33 and becomes exercisable for one share of Common Stock beginning on the first trading day following stockholder approval of an increase in the Issuer’s authorized Common Stock and will expire five years following the date it initially
became exercisable. At each holder’s election, the holder will be prohibited, subject to certain exceptions, from exercising Series A Warrants for shares of Common Stock to the extent that immediately prior to or after giving effect to such
exercise, the holder, together with its affiliates and other attribution parties, would own more than 9.99% of the total number of shares of Common Stock then issued and outstanding, which percentage may be changed at the holder’s election to a
lower percentage at any time or to a higher percentage upon 61 days’ notice to the Issuer. The Series A Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to the Issuer a duly executed exercise notice
accompanied by payment in full for the number of shares of Common Stock purchased upon such exercise.