Amended Statement of Ownership (sc 13g/a)
July 05 2022 - 05:07PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Sierra Oncology, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
82640U404
(CUSIP Number)
July 1, 2022
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
|
* |
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 the
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 |
|
Vivo
Capital IX, LLC |
|
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 |
0
(1) |
6 |
SHARED
VOTING POWER |
0 |
7 |
SOLE
DISPOSITIVE POWER |
0
(1) |
8 |
SHARED
DISPOSITIVE POWER |
0 |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
0
(1) |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions) ☐ |
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
0%
(1) |
12 |
TYPE
OF REPORTING PERSON (See Instructions) |
OO |
|
(1) |
Pursuant to an Agreement and Plan of Merger, dated April 12,
2022, between GlaxoSmithKline plc (“GSK”), Orikum Acquisition Inc.
(“Merger Sub”) and Sierra Oncology, Inc. (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. 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. |
1 |
NAMES OF REPORTING
PERSONS |
|
Vivo Opportunity,
LLC |
|
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 |
0 (1) |
6 |
SHARED VOTING POWER |
0 |
7 |
SOLE DISPOSITIVE POWER |
0 (1) |
8 |
SHARED DISPOSITIVE POWER |
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON |
0 (1) |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions) ☐ |
|
11 |
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) |
0% (1) |
12 |
TYPE OF REPORTING
PERSON (See Instructions) |
OO |
|
(1) |
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. Pursuant to the
terms of the Merger Agreement, the Issuer’s outstanding 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. |
1 |
NAMES OF REPORTING
PERSONS |
|
Vivo Ventures VII,
LLC |
|
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 |
0 (1) |
6 |
SHARED VOTING POWER |
0 |
7 |
SOLE DISPOSITIVE POWER |
0 (1) |
8 |
SHARED DISPOSITIVE POWER |
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON |
0 (1) |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions) ☐ |
|
11 |
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) |
0% (1) |
12 |
TYPE OF REPORTING
PERSON (See Instructions) |
OO |
|
(1) |
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. Pursuant to the
terms of the Merger Agreement, the Issuer’s outstanding 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. |
|
Item 1. (a) |
Name of Issuer: |
Sierra Oncology, Inc.
|
(b) |
Address of Issuer’s Principal Executive
Offices: |
1820 Gateway Drive, Suite 110, San
Mateo, CA, 94404
|
Item 2. (a) |
Name of Person
Filing: |
This Amendment No. 4 to Schedule
13G is filed jointly by Vivo Capital IX, LLC, Vivo Opportunity, LLC
and Vivo Ventures VII, LLC.
|
(b) |
Address of Principal
Business Office or, if None, Residence: |
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.
|
(d) |
Title of Class of
Securities: |
Common Stock, par value $0.001 per
share
82640U404
|
Item 3. |
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: |
|
(a) |
☐ |
Broker or dealer registered under
Section 15 of the Act. |
|
(b) |
☐ |
Bank as defined in Section 3(a)(6)
of the Act. |
|
(c) |
☐ |
Insurance company as defined in
Section 3(a)(19) of the Act. |
|
(d) |
☐ |
Investment company registered under
Section 8 of the Investment Company Act of 1940. |
|
(e) |
☐ |
An investment adviser in accordance
with §
240.13d-1(b)(1)(ii)(E); |
|
(f) |
☐ |
An employee benefit plan or
endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
|
(g) |
☐ |
A parent holding company or control
person in accordance with §
240.13d-1(b)(l)(ii)(G); |
|
(h) |
☐ |
A savings association as defined in
Section 3(b) of the Federal Deposit Insurance Act; |
|
(i) |
☐ |
A church plan that is excluded from
the definition of an investment company under Section 3(c)(14)
of the Investment Company Act; |
|
(j) |
☐ |
A non-U.S. institution in
accordance with §
240.13d-1(b)(1)(ii)(J); |
|
(k) |
☐ |
Group, in accordance with
§
240.13d-1(b)(l)(ii)(K). |
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.
|
(a) |
Amount beneficially owned: |
0
share.
|
(2) |
Vivo Opportunity,
LLC |
0
share.
|
(3) |
Vivo Ventures VII,
LLC |
0
share.
Vivo Capital
IX, LLC: 0%
Vivo
Opportunity, LLC: 0%
Vivo Ventures
VII, LLC: 0%
|
(c) |
Number of shares as to which such person
has: |
|
(i) |
Sole
power to vote or to direct the vote: |
Vivo Capital
IX, LLC: 0 share
Vivo
Opportunity, LLC: 0 share
Vivo Ventures
VII, LLC: 0 share
|
(ii) |
Shared power to vote or
to direct the vote: 0 |
|
(iii) |
Sole
power to dispose or to direct the disposition of: |
Vivo Capital
IX, LLC: 0 share
Vivo
Opportunity, LLC: 0 share
Vivo Ventures
VII, LLC: 0 share
|
(iv) |
Shared
power to dispose of or to direct the disposition of: 0 |
|
Item 5. |
Ownership of Five Percent or Less of a
Class. |
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than 5 percent of the class of securities, check the
following ☒.
|
Item 6. |
Ownership of More than Five Percent on
Behalf of Another Person. |
Not
Applicable.
|
Item 7. |
Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company or Control Person. |
Not
Applicable.
|
Item 8. |
Identification and Classification of
Members of the Group. |
Not applicable.
|
Item 9. |
Notice of Dissolution of
Group. |
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.
|
Vivo Capital IX,
LLC |
|
|
|
July
5, 2022 |
|
(Date) |
|
|
|
/s/
Frank Kung |
|
(Signature) |
|
|
|
Managing Member |
|
(Title) |
|
|
|
Vivo Opportunity, LLC |
|
|
|
July
5, 2022 |
|
(Date) |
|
|
|
/s/
Gaurav Aggarwal |
|
(Signature) |
|
|
|
Managing Member |
|
(Title) |
|
|
|
Vivo Ventures VII, LLC |
|
|
|
July
5, 2022 |
|
(Date) |
|
|
|
/s/
Frank Kung |
|
(Signature) |
|
|
|
Managing Member |
|
(Title) |
Sierra Oncology (NASDAQ:SRRA)
Historical Stock Chart
From Jul 2022 to Aug 2022
Sierra Oncology (NASDAQ:SRRA)
Historical Stock Chart
From Aug 2021 to Aug 2022