Statement of Changes in Beneficial Ownership (4)
July 01 2022 - 4:46PM
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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0.5
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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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Aggarwal Gaurav |
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)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(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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Common Stock | 7/1/2022 | | D | | 2735853 (1) | D | $55.00 | 0 | I | By: Vivo Opportunity Fund Holdings, L.P. (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 |
Stock Option (right to buy) | $13.87 | 7/1/2022 | | D | | | 1500 | (3) | 11/29/2029 | Common Stock | 1500 | $0.00 (4) | 0 | D | |
Stock Option (right to buy) | $13.98 | 7/1/2022 | | D | | | 6874 | (5) | 6/9/2030 | Common Stock | 6874 | $0.00 (4) | 0 | D | |
Stock Option (right to buy) | $18.11 | 7/1/2022 | | D | | | 6000 | (6) | 6/8/2031 | Common Stock | 6000 | $0.00 (4) | 0 | D | |
Series A Warrant | $13.20 | 7/1/2022 | | D | | | 1455384 | 11/13/2019 | 11/13/2024 | Common Stock | 1455384 | $0.00 (7) | 0 | I | By: Vivo Opportunity Fund Holdings, L.P. (2) |
Explanation of Responses: |
(1) | Pursuant to an Agreement and Plan of Merger, dated April 12, 2022, between GlaxoSmithKline plc ("GSK"), Orikum Acquisition Inc. ("Merger Sub") and the Issuer (the "Merger Agreement"), Merger Sub merged with and into the Issuer on July 1, 2022, with the Issuer surviving as a wholly-owned subsidiary of GSK (the "Merger"). At the effective time of the Merger, each outstanding share of common stock of the Issuer automatically and without any required action on the part of the Reporting Person, was converted into the right to receive $55.00 in cash, without interest. |
(2) | Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund, L.P., the record holder of the securities. The Reporting Person is a managing member of Vivo Opportunity, LLC, which is the general partner of Vivo Opportunity Fund Holdings, L.P. The Reporting Person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose. |
(3) | The option fully vested on November 29, 2020. |
(4) | At the effective time of the Merger, each stock option outstanding, whether vested or unvested, automatically and without any required action on the part of the Reporting Person, was cancelled in exchange for the right to receive an amount in cash equal to the excess, if any, of $55.00 over the per share exercise price of such stock option. |
(5) | The option fully vested on June 9, 2021. |
(6) | The option fully vested on June 8, 2022. |
(7) | Pursuant to the terms of the Merger Agreement, the Issuer's outstanding Series A Warrants (the "Series A Warrants") were treated in accordance with their respective terms such that, at the effective time of the Merger, the outstanding Series A Warrants were cancelled and thereafter represent only the right to receive an amount in cash, without interest, equal to the Black Scholes Value (as defined in the Series A Warrants), which as calculated under the terms of the Series A Warrants equaled $45.98 per share of common stock underlying such warrants. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Aggarwal Gaurav C/O SIERRA ONCOLOGY, INC. 1820 GATEWAY DR., SUITE 110 SAN MATEO, CA 94404 | X |
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Signatures
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/s/ Gaurav Aggarwal; By: Mary Christina Thomson, Attorney-In-Fact | | 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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