0000905718-21-001444.txt : 20211105 0000905718-21-001444.hdr.sgml : 20211105 20211105164451 ACCESSION NUMBER: 0000905718-21-001444 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211105 FILED AS OF DATE: 20211105 DATE AS OF CHANGE: 20211105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Abingworth LLP CENTRAL INDEX KEY: 0001397144 STATE OF INCORPORATION: X0 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37490 FILM NUMBER: 211385225 BUSINESS ADDRESS: STREET 1: 38 JERMYN STREET CITY: LONDON STATE: X0 ZIP: SW1Y 6DN BUSINESS PHONE: 44 (0)20 7534 1500 MAIL ADDRESS: STREET 1: 38 JERMYN STREET CITY: LONDON STATE: X0 ZIP: SW1Y 6DN ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Sierra Oncology, Inc. CENTRAL INDEX KEY: 0001290149 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2150 ? 885 WEST GEORGIA STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 3E8 BUSINESS PHONE: 604-558-6536 MAIL ADDRESS: STREET 1: 2150 ? 885 WEST GEORGIA STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 3E8 FORMER COMPANY: FORMER CONFORMED NAME: ProNAi Therapeutics Inc DATE OF NAME CHANGE: 20040513 3 1 sierraonc_fm3nov52021.xml X0206 3 2021-11-05 0 0001290149 Sierra Oncology, Inc. SRRA 0001397144 Abingworth LLP PRINCES HOUSE 38 JERMYN STREET LONDON X0 SW1Y 6DN UNITED KINGDOM 0 0 1 0 Common Stock, $0.001 par value 878656 I See Footnote Series A Warrants 13.20 2020-01-22 2025-01-22 Common Stock 871125 I See footnote Series B Warrants 13.20 2020-01-22 Common Stock 287471 I See footnote Stock Option (Right to Buy) 13.868 2029-11-29 Common Stock 1500 I See footnotes Stock Option (Right to Buy) 13.98 2030-06-09 Common Stock 6874 I See footnotes Stock Option (Right to Buy) 18.11 2031-06-08 Common Stock 6000 I See footnotes The securities of Sierra Oncology, Inc. (the "Issuer") are held by Abingworth Bioventures VII, LP ("ABV VII"). Abingworth Bioventures VII GP LP ("Abingworth GP") serves as the general partner of ABV VII. Abingworth General Partner VII LLP, serves as the general partner of Abingworth GP. ABV VII (acting by its general partner Abingworth GP, acting by its general partner Abingworth General Partner VII LLP) has delegated to Abingworth LLP, all investment and dispositive power over the securities held by ABV VII. Abingworth LLP holds the reported securities indirectly through ABV VII. Abingworth LLP disclaims beneficial ownership of such securities, except to the extent of its pecuniary interest therein. This report shall not be deemed an admission that the reporting person, ABV VII, Dr. Sinclair or any other person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each Series A Warrant is currently exercisable for one share of Common Stock, provided that, at each holder's election, the holder will be prohibited, subject to certain exceptions, from exercising the Series A Warrant for shares of Common Stock if, as a result of such exercise, the holder, together with its affiliates and other attribution parties, would own more than 19.99% of the total number of shares of Common Stock then issued and outstanding, which percentage may be changed at the holder's election to a lower percentage at any time or to a higher percentage upon 61 days' notice to the Issuer. Each Series B Warrant is currently exercisable for 0.33 shares of Common Stock, provided that, at each holder's election, the holder will be prohibited, subject to certain exceptions, from exercising the Series B Warrant for shares of Common Stock if, as a result of such exercise, the holder, together with its affiliates and other attribution parties, would own more than 19.99% of the total number of shares of Common Stock then issued and outstanding, which percentage may be changed at the holder's election to a lower percentage at any time or to a higher percentage upon 61 days' notice to the Issuer. Each Series B warrant will expire on the 75th day anniversary of the Issuer's announcement of top-line data from its MOMENTUM Phase 3 clinical trial of momelotinib and may only be exercised by paying the exercise price in cash. This option was granted to Dr. Andrew Sinclair as director's compensation. Dr. Sinclair is a Partner of Abingworth LLP. Under an agreement between Dr. Sinclair and Abingworth LLP, Dr. Sinclair is deemed to hold the options and any shares of Common Stock issuable upon exercise of the options for the benefit of ABV VII, and must exercise the options solely upon the direction of Abingworth LLP. ABV VII may be deemed the indirect beneficial owner of the option, and Dr. Sinclair may be deemed the indirect beneficial owner of the option through his indirect interest in ABV VII. Abingworth LLP disclaims beneficial ownership of the option except to the extent, if any, of its pecuniary interest therein. This report shall not be deemed an admission that Abingworth LLP, ABV VII, Dr. Sinclair or any other person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The option vested in equal monthly installments over a period of 12 months commencing on December 29, 2019, and is fully vested. The option vested as to 8.333% of the total shares monthly, commencing on July 9, 2020, and is fully vested. The option fully vests and becomes exercisable on June 8, 2022, subject to Dr. Sinclair's provision of services to the Issuer as of the vesting date. /s/ John Heard 2021-11-05