| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Sienna Biopharmaceuticals, Inc. [ SNNA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/22/2019 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 02/22/2019 | P | 150,000 | A | $2.5 | 2,900,575 | I | See footnote(1)(2) | ||
| Common Stock | 02/22/2019 | P | 150,000 | A | $2.5 | 1,032,493 | I | See footnote(1)(2) | ||
| Common Stock | 02/22/2019 | P | 1,865,800 | A | $2.5 | 1,865,800 | I | See footnote(1)(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Following the transactions reported herein, includes 1,032,493 shares of common stock held of record by ARCH Venture Fund VIII Overage, L.P. ("ARCH Fund Overage"), 2,900,575 shares of common stock held of record by ARCH Venture Fund VIII, L.P. ("ARCH Fund VIII"), and 1,865,800 shares of common stock held of record by ARCH Venture Fund X Overage, L.P. ("ARCH X Overage"). |
| 2. The sole general partner of ARCH Fund VIII is ARCH Venture Partners VIII, L.P. ("ARCH Partners VIII"). The sole general partner of ARCH Partners VIII and ARCH Fund Overage is ARCH Venture Partners VIII, LLC ("ARCH VIII LLC"). ARCH Partners VIII may therefore be deemed to beneficially own the securities held by ARCH Fund VIII and ARCH VIII LLC may be deemed to beneficially own the securities held by ARCH Fund VIII and ARCH Fund Overage. ARCH Partners VIII and ARCH VIII LLC disclaim beneficial ownership of such securities, except to the extent of any pecuniary interest therein. The managing directors of ARCH VIII LLC are Keith L. Crandell, Clinton Bybee and Robert Nelsen, and they may be deemed to beneficially own the shares held by ARCH Fund VIII and ARCH Fund Overage. Messrs. Crandell, Bybee and Nelsen disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein. |
| 3. The sole general Partner of ARCH X Overage is ARCH Venture Partners X Overage, L.P. ("AVP X Over GP"). The sole general partner of AVP X Over GP is ARCH Venture Partners X, LLC ("AVP X LLC"). AVP X Over LP and AVP X LLC may therefore be deemed to beneficially own the securities held by ARCH X Overage. AVP X Over GP and AVP X LLC disclaim beneficial ownership of such securities, except to the extent of any pecuniary interest therein. Keith L. Crandell, Robert Nelsen and Steven Gillis are managing directors of AVP X LLC, and they may be deemed to beneficially own the shares held by ARCH X Overage. Messrs. Crandell, Nelsen and Gillis disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein. |
| Remarks: |
| The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, ARCH Venture Fund VIII Overage, L.P., ARCH Venture Fund VIII, L.P., ARCH Venture Partners VIII, L.P., ARCH Venture Partners VIII, LLC and certain other affiliates of the Reporting Persons have filed a separate Form 4, in which the direct and indirect transactions of ARCH Venture Fund X Overage, L.P., ARCH Venture Partners X Overage, L.P., ARCH Venture Partners X Overage, LLC are also reported, in addition to being reported on this Form 4. |
| /s/ Mark McDonnell, Attorney-in-Fact for Keith Crandell, Managing Director of ARCH Venture Partners X, LLC, General Partner of ARCH Venture Partners X Overage, L.P., General Partner of ARCH Venture Fund X OVerage, L.P. | 02/26/2019 | |
| /s/ Mark McDonnell, Attorney-in-Fact for Keith Crandell, Managing Director of ARCH Venture Partners X, LLC, General Partner of ARCH Venture Fund X Overage, L.P. | 02/26/2019 | |
| /s/ Mark McDonnell, Attorney-in-Fact for Keith Crandell, Managing Director of ARCH Venture Partners VIII, LLC, General Partner of ARCH Venture Partners VIII, L.P. | 02/26/2019 | |
| /s/ Mark McDonnell, Attorney-in-Fact for Keith Crandell | 02/26/2019 | |
| /s/ Mark McDonnell, Attorney-in-Fact for Robert Nelsen | 02/26/2019 | |
| /s/ Mark McDonnell, Attorney-in-Fact for Steve Gillis | 02/26/2019 | |
| ** 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 Number. | ||