Statement of Changes in Beneficial Ownership (4)
July 01 2022 - 4:34PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
*
Thomson Mary Christina |
2. Issuer Name and Ticker or Trading Symbol
Sierra Oncology, Inc.
[
SRRA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) General Counsel |
(Last)
(First)
(Middle)
C/O SIERRA ONCOLOGY, INC., 1820 GATEWAY DR., SUITE 110 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/1/2022 |
(Street)
SAN MATEO, CA 94404
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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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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 |
Stock Option (right to buy) | $13.04 | 7/1/2022 | | D | | | 92000 | (1) | 7/28/2030 | Common Stock | 92000 | $0.00 (2) | 0 | D | |
Stock Option (right to buy) | $12.15 | 7/1/2022 | | D | | | 49000 | (3) | 8/12/2030 | Common Stock | 49000 | $0.00 (2) | 0 | D | |
Stock Option (right to buy) | $16.73 | 7/1/2022 | | D | | | 12900 | (4) | 3/15/2031 | Common Stock | 12900 | $0.00 (2) | 0 | D | |
Stock Option (right to buy) | $31.54 | 7/1/2022 | | D | | | 35000 | (5) | 3/14/2032 | Common Stock | 35000 | $0.00 (2) | 0 | D | |
Explanation of Responses: |
(1) | The option vested as to 25% of the total shares on July 28, 2021, and then the remaining shares vest in equal monthly installments over the following 36 months, with 100% of the total shares vested on July 28, 2024, subject to the Reporting Person's provision of service to the Issuer on each vesting date. |
(2) | Pursuant to the terms of the merger agreement between issuer, GlaxoSmithKline plc ("GSK") and a subsidiary of GSK, this option was cancelled on the effective date of the merger in exchange for a cash payment equal to, on a per share basis, the offer price of $55.00 less the exercise price. |
(3) | On August 12, 2020, the reporting person was granted an option to purchase 49,000 shares of common stock. The option vests based on the satisfaction by Issuer of certain performance criteria. |
(4) | The option vested as to 25% of the total shares subject to the option on March 15, 2022, and then 2.0833% of the shares subject to the option vest monthly thereafter, with 100% of the total shares subject to the option vested on March 15, 2025, subject to Reporting Person's provision of service to the Issuer on each vesting date. |
(5) | The option vests as to 25% of the total shares subject to the option on March 14, 2023, and then 2.0833% of the shares subject to the option vest monthly thereafter, with 100% of the total shares subject to the option vested on March 14, 2026, subject to Reporting Person's provision of service to the Issuer on each vesting date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Thomson Mary Christina C/O SIERRA ONCOLOGY, INC. 1820 GATEWAY DR., SUITE 110 SAN MATEO, CA 94404 |
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| General Counsel |
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Signatures
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/s/ Mary Christina Thomson | | 7/1/2022 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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