Amended Statement of Beneficial Ownership (sc 13d/a)
July 11 2022 - 4:31PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 4)
Sierra
Oncology, Inc.
(Name
of Issuer)
Common
Stock, par value $0.001 per share
(Title
of Class of Securities)
82640U404
(CUSIP
Number)
John
Heard
Abingworth
LLP
Princes
House
38
Jermyn Street
London,
England SW1Y 6DN
+44
20 7534 1500
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
July
1, 2022
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7
for other parties to whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
1. |
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only):
Abingworth
LLP
98-0518585
|
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions): |
(a)
☐ |
|
|
(b)
☐
|
3. |
SEC
Use Only
|
4. |
Source
of Funds (See Instructions): WC (See Item 3)
|
5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ☐
|
6. |
Citizenship or Place of Organization: England
|
Number of
Shares Beneficially
Owned by
Each Reporting
Person With |
7. Sole Voting Power:
|
0 |
8. Shared Voting Power:
|
0 |
|
|
9. Sole Dispositive Power:
|
0 |
10. Shared Dispositive Power:
|
0 |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
|
0 |
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐
|
13. |
Percent of Class Represented by Amount in Row (11): 0.0%
|
14. |
Type of Reporting Person (See Instructions): PN
|
1. |
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only):
Abingworth
Bioventures VII, LP
93-1331173
|
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions): |
(a)
☐ |
|
|
(b)
☐
|
3. |
SEC
Use Only
|
4. |
Source
of Funds (See Instructions): WC (See Item 3)
|
5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ☐
|
6. |
Citizenship or Place of Organization: England
|
Number of
Shares Beneficially
Owned by
Each Reporting
Person With |
7. Sole Voting Power:
|
0 |
8. Shared Voting Power:
|
0 |
|
|
9. Sole Dispositive Power:
|
0 |
10. Shared Dispositive Power:
|
0 |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
|
0 |
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐
|
13. |
Percent of Class Represented by Amount in Row (11): 0.0%
|
14. |
Type of Reporting Person (See Instructions): PN
|
Explanatory
Note
This
Amendment No. 4 (this “Amendment”) amends and supplements the Schedule 13D filed on behalf of the Reporting Persons
with the Securities and Exchange Commission on February 10, 2020, Amendment No. 1 thereto filed with the Securities and Exchange Commission
on November 5, 2021, Amendment No. 2 thereto filed with the Securities and Exchange Commission on February 10, 2022 and Amendment No.
3 thereto filed with the Securities and Exchange Commission on March 21, 2022 (together, the “Schedule 13D”). Except
as specifically provided herein, this Amendment does not modify or amend any of the information previously reported in the Schedule 13D.
Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D. Information
given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
Item
4. |
Purpose
of Transaction
|
Item
4 of the Schedule 13D is supplemented to add the following:
Pursuant
to that certain Agreement and Plan of Merger, dated April 12, 2022 (the “Merger Agreement”), by and among the Issuer,
GlaxoSmithKline plc (“GSK”) and Orikum Acquisition Inc. (“Acquisition Sub”), Acquisition Sub merged
with and into the Issuer with the Issuer surviving as a wholly owned subsidiary of GSK (the “Merger”). Upon the closing
of the Merger on July 1, 2022: (i) each share of Common Stock was automatically cancelled and converted into the right to receive an
amount in cash equal to $55.00, without interest and less any applicable withholding taxes; (ii) each Series A Warrants was automatically
cancelled and converted into the right to receive amount in cash equal to $45.98 per share of the Common Stock underlying the Series
A Warrants; and (iii) all options that were outstanding and unexercised as of immediately prior to the closing of the Merger accelerated
vesting in full and were automatically cancelled and converted into the right to receive an amount in cash, without interest, equal to
the product of (a) the excess, if any, of $55.00 less the exercise price per share of such option, and (b) the number of shares of Common
Stock issuable upon exercise in full of such option.
Item
5. |
Interest
in Securities of the Issuer
|
Item
5 of the Schedule 13D is amended and restated as follows:
As
the result of the Merger, the Reporting Persons no longer beneficially own any shares of Common Stock. As such, the Reporting Persons
no longer have any voting or dispositive power over any shares of Common Stock.
Except
as described herein, during the past sixty (60) days, there were no other purchases or sales of shares of Common Stock, or securities
convertible into or exchangeable for shares of Common Stock, by the Reporting Persons or any person or entity for which the Reporting
Persons possess voting or dispositive control over the securities thereof.
As
a result of the Merger, the Reporting Persons ceased to be the beneficial owners of more than five percent (5%) of the Common Stock on
July 1, 2022.
Item
6. |
Contracts,
Arrangements, Understandings, or Relationships With Respect to Securities of the Issuer
|
Item
6 of the Schedule 13D is amended and restated as follows:
As
a result of the Merger, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting
Persons and any other person with respect to the securities of the Issuer.
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.
Dated:
July 11, 2022
|
ABINGWORTH
BIOVENTURES VII, LP |
|
|
|
|
By: |
Abingworth
LLP, its Manager |
|
|
|
|
By: |
/s/
John Heard |
|
Name: |
John
Heard |
|
Title: |
Authorized
Signatory |
|
ABINGWORTH
LLP |
|
|
|
|
By: |
/s/
John Heard |
|
Name: |
John
Heard |
|
Title: |
Authorized
Signatory |
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
Sierra Oncology (NASDAQ:SRRA)
Historical Stock Chart
From Apr 2024 to May 2024
Sierra Oncology (NASDAQ:SRRA)
Historical Stock Chart
From May 2023 to May 2024