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CUSIP
No. 82640U107
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1
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NAMES
OF REPORTING PERSONS
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Vivo
Capital IX, LLC
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a) ☒
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(b) ☐
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3
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SEC USE
ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Delaware
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
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5
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SOLE
VOTING POWER
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12,989,610
(1)
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6
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SHARED
VOTING POWER
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0
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7
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SOLE DISPOSITIVE
POWER
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12,989,610
(1)
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8
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SHARED
DISPOSITIVE POWER
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0
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12,989,610
(1)
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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☐
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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3.4%
(2)
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12
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TYPE OF
REPORTING PERSON (See Instructions)
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OO
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(1)
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The
number includes 12,989,610 shares of common stock, par value $0.01 per share (the “Common Stock”) of Sierra Oncology,
Inc. (the “Issuer”), issuable upon the conversion of 4,287 share of Series A convertible voting preferred stock of
the Issuer (“Series A Preferred Stock”), convertible within 60 days of November 13, 2019 (the “Reporting Date”),
with each share of Series A Preferred Stock representing the right to convert into 3,030 shares of Common Stock; provided that
the Series A Preferred Stock holder is prohibited from converting the Series A Preferred Stock, if after giving effect to such
conversion, the Series A Preferred Stock holder, along with its affiliates, would beneficially own in excess of 9.99% of the Issuer’s
outstanding shares of Common Stock, provided further that such limitation on conversion will automatically be adjusted to 19.99%
with respect to any Series A Preferred Stock holder during the period that any employee, manager, partner, managing director or
affiliate of such holder is then serving on the Issuer’s board of directors. The number excludes: (i) 12,989,610 shares
of Common Stock issuable upon the exercise of 12,989,610 Series A warrants, and (ii) 4,286,571 shares of Common Stock issuable
upon the exercise of 12,989,610 Series B warrants. The exercise of both Series A and Series B warrants are subject to a beneficial
ownership limitation of 9.99% of the Issuer’s outstanding shares of Common Stock. The shares of Series A Preferred Stock,
the Series A warrants and the Series B warrants are held of record by Vivo Capital Fund IX, L.P. Vivo Capital IX, LLC is the general
partner of Vivo Capital Fund IX, L.P.
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(2)
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Based
on 386,778,283 shares of Common Stock of the Issuer outstanding (assuming the conversion of shares of Series A Preferred Stock
issued in the underwitten offering to Common Stock), as disclosed in the prospectus supplement filed by the Issuer on November
7, 2019 with the Securities and Exchange Commission (“SEC”) pursuant to Rule 424(b)(5), which forms part of the Issuer’s
Registration Statement on Form S-3 (File No. 333-225650).
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CUSIP
No. 82640U107
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|
1
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NAMES
OF REPORTING PERSONS
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Vivo
Opportunity, LLC
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|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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|
(a) ☒
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|
(b) ☐
|
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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|
Delaware
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
|
SOLE
VOTING POWER
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|
58,215,390
(1)
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6
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SHARED
VOTING POWER
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0
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7
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SOLE
DISPOSITIVE POWER
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|
58,215,390
(1)
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8
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SHARED
DISPOSITIVE POWER
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|
0
|
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
58,215,390
(1)
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|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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☐
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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15.1%
(2)
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12
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TYPE
OF REPORTING PERSON (See Instructions)
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OO
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(1)
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The
number includes 58,215,390 shares of Common Stock of the Issuer, issuable upon the conversion of 19,213 share of Series A Preferred
Stock, convertible within 60 days of the Reporting Date, with each share of Series A Preferred Stock representing the right to
convert into 3,030 shares of Common Stock; provided that the Series A Preferred Stock holder is prohibited from converting the
Series A Preferred Stock, if after giving effect to such conversion, the Series A Preferred Stock holder, along with its affiliates,
would beneficially own in excess of 9.99% of the Issuer’s outstanding shares of Common Stock, provided further that such
limitation on conversion will automatically be adjusted to 19.99% with respect to any Series A Preferred Stock holder during the
period that any employee, manager, partner, managing director or affiliate of such holder is then serving on the Issuer’s
board of directors. The number excludes: (i) 58,215,390 shares of Common Stock issuable upon the exercise of 58,215,390 Series
A warrants, and (ii) 19,211,079 shares of Common Stock issuable upon the exercise of 58,215,390 Series B warrants. The exercise
of both Series A and Series B warrants are subject to a beneficial ownership limitation of 9.99% of the Issuer’s outstanding
shares of Common Stock. The shares of Series A Preferred Stock, the Series A warrants and the Series B warrants are held of record
by Vivo Opportunity Fund, L.P. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund, L.P.
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(2)
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Based
on 386,778,283 shares of Common Stock of the Issuer outstanding (assuming the conversion of shares of Series A Preferred Stock
issued in the underwitten offering to Common Stock), as disclosed in the prospectus supplement filed by the Issuer on November
7, 2019 with the SEC pursuant to Rule 424(b)(5), which forms part of the Issuer’s Registration Statement on Form S-3 (File
No. 333-225650).
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CUSIP
No. 82640U107
|
|
1
|
NAMES
OF REPORTING PERSONS
|
|
Vivo
Ventures VII, LLC
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|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
|
(a) ☒
|
|
(b) ☐
|
|
3
|
SEC
USE ONLY
|
|
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
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|
5,468,270
(1)
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6
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SHARED
VOTING POWER
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0
|
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7
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SOLE
DISPOSITIVE POWER
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5,468,270
(1)
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8
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SHARED
DISPOSITIVE POWER
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|
|
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9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,468,270
(1)
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|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
|
☐
|
|
11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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1.4%
(2)
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12
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TYPE
OF REPORTING PERSON (See Instructions)
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OO
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(1)
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The
number includes (i) 2,438,270 shares of Common Stock of the Issuer, and (ii) 3,030,000 shares of Common Stock of the Issuer, issuable
upon the conversion of 1,000 share of Series A Preferred Stock, convertible within 60 days of the Reporting Date, with each share
of Series A Preferred Stock representing the right to convert into 3,033 shares of Common Stock; provided that the Series A Preferred
Stock holder is prohibited from converting the Series A Preferred Stock, if after giving effect to such conversion, the Series
A Preferred Stock holder, along with its affiliates, would beneficially own in excess of 9.99% of the Issuer’s outstanding
shares of Common Stock, provided further that such limitation on conversion will automatically be adjusted to 19.99% with respect
to any Series A Preferred Stock holder during the period that any employee, manager, partner, managing director or affiliate of
such holder is then serving on the Issuer’s board of directors. The number excludes: (i) 3,030,000 shares of Common Stock
issuable upon the exercise of 3,030,000 Series A warrants, and (ii) 999,900 shares of Common Stock issuable upon the exercise
of 3,030,000 Series B warrants. The exercise of both Series A and Series B warrants are subject to a beneficial ownership limitation
of 9.99% of the Issuer’s outstanding shares of Common Stock. The shares of Series A Preferred Stock, the Series A warrants
and the Series B warrants are held of record by Vivo Ventures Fund VII, L.P. and Vivo Ventures VII Affiliates Fund, L.P. Vivo
Ventures VII, LLC is the general partner of Vivo Ventures Fund VII, L.P. and Vivo Ventures VII Affiliates Fund, L.P.
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(2)
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Based
on 386,778,283 shares of Common Stock of the Issuer outstanding (assuming the conversion of shares of Series A Preferred Stock
issued in the underwitten offering to Common Stock), as disclosed in the prospectus supplement filed by the Issuer on November
7, 2019 with the SEC pursuant to Rule 424(b)(5), which forms part of the Issuer’s Registration Statement on Form S-3 (File
No. 333-225650).
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Item
1. (a)
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Name
of Issuer:
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Sierra
Oncology, Inc.
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(b)
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Address
of Issuer’s Principal Executive Offices:
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2150
– 885 West Georgia Street, Vancouver, British Columbia, Canada
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Item
2. (a)
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Name
of Person Filing:
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This
Schedule 13G is filed jointly by Vivo Capital IX, LLC, Vivo Opportunity, LLC and Vivo Ventures VII, LLC. Vivo Capital IX, LLC,
Vivo Opportunity, LLC and Vivo Ventures VII, LLC have entered into a Joint Filing Agreement, a copy of which is filed with this
Schedule 13G as Exhibit 99.1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions
of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.
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(b)
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Address
of Principal Business Office or, if None, Residence:
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192
Lytton Avenue, Palo Alto, CA 94301
Vivo
Capital IX, LLC is a Delaware limited liability company.
Vivo
Opportunity, LLC is a Delaware limited liability company.
Vivo
Ventures VII, LLC is a Delaware limited liability company.
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(d)
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Title
of Class of Securities:
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Common
Stock, par value $0.001 per share
82640U107
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Item
3.
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If
This Statement is Filed Pursuant to §§
240.13d-1(b), or 240.13d-2(b) or (c),
Check Whether the Person Filing is a:
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(a)
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☐
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Broker or dealer registered under Section 15 of the Act.
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(b)
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☐
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Bank as defined in Section 3(a)(6) of the Act.
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(c)
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☐
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Insurance company as defined in Section 3(a)(19) of the Act.
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(d)
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☐
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Investment company registered under Section 8 of the Investment Company Act of 1940.
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(e)
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☐
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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(g)
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☐
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A parent holding company or control person in accordance with § 240.13d-1(b)(l)(ii)(G);
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(h)
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☐
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
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(i)
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☐
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
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(j)
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☐
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A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
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(k)
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☐
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Group, in accordance with § 240.13d-1(b)(l)(ii)(K).
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If
filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1(ii)(j),
please specify the type of institution: ________________
Not
Applicable.
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(a)
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Amount
beneficially owned:
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(1)
Vivo Capital IX, LLC
The
12,989,610 shares of Common Stock, issuable upon the conversion of 4,287 share of Series A Preferred Stock, are held of record
by Vivo Capital Fund IX, L.P. Vivo Capital IX, LLC is the general partner of Vivo Capital Fund IX, L.P. The voting members of
Vivo Capital IX, LLC are Frank Kung, Albert Cha, Shan Fu, Edgar Engleman and Chen Yu, none of whom has individual voting or investment
power with respect to these shares and each of whom disclaims beneficial ownership of such shares.
(2)
Vivo Opportunity, LLC
The
58,215,390 shares of Common Stock, issuable upon the conversion of 19,213 share of Series A Preferred Stock, are held of record
by Vivo Opportunity Fund, L.P. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund, L.P. The voting members
of Vivo Opportunity, LLC are Albert Cha, Gaurav Aggarwal, Shan Fu, Frank Kung and Michael Chang, none of whom has individual voting
or investment power with respect to these shares and each of whom disclaims beneficial ownership of such shares.
(3)
Vivo Ventures VII, LLC
The
(i) 2,438,270 shares of Common Stock, and (ii) 3,030,000 shares of Common Stock, issuable upon the conversion of 1,000 share of
Series A Preferred Stoc, are held of record by Vivo Ventures Fund VII, L.P. and Vivo Ventures VII Affiliates Fund, L.P. Vivo Ventures
VII, LLC is the general partner of Vivo Ventures Fund VII, L.P. and Vivo Ventures VII Affiliates Fund, L.P. The voting members
of Vivo Ventures VII, LLC are Frank Kung, Albert Cha, Edgar Engleman, Chen Yu and Shan Fu, none of whom has individual voting
or investment power with respect to these shares and each of whom disclaims beneficial ownership of such shares.
Vivo
Capital IX, LLC: 3.4%
Vivo
Opportunity, LLC: 15.1%
Vivo
Ventures VII, LLC: 1.4%
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(c)
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Number
of shares as to which such person has:
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(i)
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Sole
power to vote or to direct the vote:
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Vivo
Capital IX, LLC: 12,989,610 shares
Vivo
Opportunity, LLC: 58,215,390 shares
Vivo
Ventures VII, LLC: 5,468,270 shares
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(ii)
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Shared
power to vote or to direct the vote: 0
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(iii)
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Sole
power to dispose or to direct the disposition of:
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Vivo
Capital IX, LLC: 12,989,610 shares
Vivo
Opportunity, LLC: 58,215,390 shares
Vivo
Ventures VII, LLC: 5,468,270 shares
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(iv)
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Shared
power to dispose of or to direct the disposition of: 0
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Item
5.
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Ownership
of Five Percent or Less of a Class.
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Not
Applicable.
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person.
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Not
Applicable.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by
the Parent Holding Company or Control Person.
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Not
Applicable.
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Item
8.
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Identification
and Classification of Members of the Group.
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Not
applicable.
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Item
9.
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Notice
of Dissolution of Group.
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Not
applicable.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under §240.14a11.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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Vivo
Capital IX, LLC
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November 25, 2019
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(Date)
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/s/ Albert Cha
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(Signature)
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Managing Member
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(Title)
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Vivo Opportunity,
LLC
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November 25, 2019
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(Date)
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/s/ Albert Cha
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(Signature)
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Managing Member
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(Title)
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Vivo Ventures VII,
LLC
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November 25, 2019
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(Date)
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/s/ Albert Cha
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(Signature)
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Managing Member
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(Title)
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8