Amended Statement of Changes in Beneficial Ownership (4/a)
February 03 2020 - 4:15PM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
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Sinclair Andrew |
2. Issuer Name and Ticker or Trading Symbol
Sierra Oncology, Inc.
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SRRA
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O SIERRA ONCOLOGY, INC., 2150-885 WEST GEORGIA STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/29/2020 |
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(Street)
VANCOUVER, A1 V6C 3E8
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
1/31/2020 |
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 1/29/2020 | | C | | 871240 (3) | A | $0 (4) | 876656 (3) | I | See footnotes (1)(2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 Convertible Voting Preferred Stock | (3) | 1/29/2020 | | C | | | 11500 (5) | (3) | (3) | Common Stock | 871240 | (3) | 0 | I | See footnotes (1)(2) |
| Explanation of Responses: |
| (1) | The securities of Sierra Oncology, Inc. (the "Issuer") are held by Abingworth Bioventures VII, LP ("ABV VII"). Abingworth LLP is the investment manager of ABV VII and has been delegated with all investment and dispositive power over the securities held by ABV VII. Reporting Person is a Partner and Portfolio Manager of Abingworth LLP. |
| (2) | An investment committee approves investment and voting decisions by a majority vote, and no individual member has the sole control or voting power over the shares held by ABV VII. From time to time, the investment committee may delegate investment and voting authority over certain securities held by ABV VII to employees of Abingworth LLP subject to the supervision and oversight of the investment committee, including any limits on such authority imposed by the investment committee in its discretion and the right of the investment committee to revoke such authority at any time. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein, if any. |
| (3) | On January 22, 2020, a 1-for-40 reverse split of the Issuer's Common Stock (the "Reverse Split") was effected. These securities reflect the Reverse Split. |
| (4) | Each share of Series A Convertible Voting Preferred Stock (the "Series A Preferred Stock") converted into 75.76 shares of the Issuer's Common Stock for no additional consideration, as adjusted for the Reverse Split, automatically upon the 5th trading date following the Issuer's announcement of receiving stockholder approval for the first reverse stock split of the Issuer following November 13, 2019. The Series A Preferred Stock has no expiration date. |
| (5) | Consists of 11,500 shares of Series A Preferred Stock held by ABV VII which are convertible into an aggregate of 871,240 shares of Common Stock, as adjusted for the Reverse Split. |
Remarks:
This Form 4 is being filed to correct the number of shares of common stock received as reported on the original Form 4 filed on January 31, 2020. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Sinclair Andrew
C/O SIERRA ONCOLOGY, INC.
2150-885 WEST GEORGIA STREET
VANCOUVER, A1 V6C 3E8 | X |
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Signatures
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| /s/ John Heard, as attorney-in-fact | | 2/3/2020 |
| **Signature of Reporting Person | Date |
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