SEC Form 4
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*
Vivo Opportunity, LLC

(Last) (First) (Middle)
192 LYTTON AVENUE

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Sierra Oncology, Inc. [ SRRA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/29/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 01/29/2020 C 75,759(1) A $0(2) 136,715(1) I By: Vivo Ventures Fund VII, L.P. and Vivo Ventures VII Affiliates Fund, L.P.(3)
Common Stock 01/29/2020 C 1,455,576(1) A $0(2) 1,455,576(1) I By Vivo Opportunity Fund, L.P.(4)
Common Stock 01/29/2020 C 324,783(1) A $0(2) 324,783(1) I By: Vivo Capital Fund IX, L.P.(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Series A Convertible Voting Preferred Stock (2) 01/29/2020 C 1,000(6) (2) (2) Common Stock 75,759(1) (2) 0 I By: Vivo Ventures Fund VII, L.P. and Vivo Ventures VII Affiliates Fund, L.P.(3)
Series A Convertible Voting Preferred Stock (2) 01/29/2020 C 19,213(7) (2) (2) Common Stock 1,455,576(1) (2) 0 I By Vivo Opportunity Fund, L.P.(4)
Series A Convertible Voting Preferred Stock (2) 01/29/2020 C 4,287(8) (2) (2) Common Stock 324,783(1) (2) 0 I By: Vivo Capital Fund IX, L.P.(5)
1. Name and Address of Reporting Person*
Vivo Opportunity, LLC

(Last) (First) (Middle)
192 LYTTON AVENUE

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Vivo Opportunity Fund, L.P.

(Last) (First) (Middle)
192 LYTTON AVENUE

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Vivo Capital IX, LLC

(Last) (First) (Middle)
192 LYTTON AVENUE

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Vivo Capital Fund IX, L.P.

(Last) (First) (Middle)
192 LYTTON AVENUE

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
VIVO VENTURES VII, LLC

(Last) (First) (Middle)
192 LYTTON AVENUE

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Vivo Ventures Fund VII, L.P.

(Last) (First) (Middle)
192 LYTTON AVENUE

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Vivo Ventures VII Affiliates Fund, L.P.

(Last) (First) (Middle)
192 LYTTON AVENUE

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. On January 22, 2020, a 1-for-40 reverse split of the Issuer's Common Stock (the "Reverse Split") was effected. These securities reflect the Reverse Split.
2. Each share of Series A Convertible Voting Preferred Stock (the "Series A Preferred Stock") converted into 75.76 shares of the Issuer's Common Stock, as adjusted for the Reverse Split, automatically upon the 5th trading date following the issuer's announcement of receiving stockholder approval for the Reverse Split following November 13, 2019. The Series A Preferred Stock has no expiration date.
3. Vivo Ventures VII, LLC is the general partner of each of Vivo Ventures Fund VII, L.P. and Vivo Ventures VII Affiliates Fund, L.P. ("Vivo Fund VII"), the record holder of the securities. Frank Kung, Edgar Engleman, Albert Cha, Shan Fu and Chen Yu are managing members of Vivo Ventures VII, LLC and may be deemed to share voting and dispositive power over the securities held by Vivo Fund VII. Each of these individuals disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these 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 purposes.
4. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund, L.P., the record holder of the securities. Albert Cha, Gaurav Aggarwal, Shan Fu, Frank Kung and Michael Chang are managing members of Vivo Opportunity, LLC and may be deemed to share voting and dispositive power over the securities held by Vivo Opportunity Fund, L.P. Each of these individuals disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these 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 purposes.
5. Vivo Capital IX, LLC is the general partner of Vivo Capital Fund IX, L.P., the record holder of the securities. Frank Kung, Edgar Engleman, Albert Cha, Shan Fu and Chen Yu are managing members of Vivo Capital IX, LLC and may be deemed to share voting and dispositive power over the securities held by Vivo Capital Fund IX, L.P. Each of these individuals disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these 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 purposes.
6. Consists of 1,000 shares of Series A Preferred Stock held by Vivo Fund VII, which are convertible into an aggregate of 75,759 shares of Common Stock, as adjusted for the Reverse Split.
7. Consists of 19,213 shares of Series A Preferred Stock held by Vivo Opportunity Fund, L.P., which are convertible into an aggregate of 1,455,576 shares of Common Stock, as adjusted for the Reverse Split.
8. Consists of 4,287 shares of Series A Preferred Stock held by Vivo Capital Fund IX, L.P., which are convertible into an aggregate of 324,783 shares of Common Stock, as adjusted for the Reverse Split.
/s/ Albert Cha as a managing member of Vivo Opportunity, LLC 01/31/2020
/s/ Albert Cha as a managing member of Vivo Capital IX, LLC 01/31/2020
/s/ Albert Cha as a managing member of Vivo Ventures VII, LLC. 01/31/2020
/s/ Albert Cha as a managing member of Vivo Opportunity, LLC, the general partner of Vivo Opportunity Fund, L.P. 01/31/2020
/s/ Albert Cha as a managing member of Vivo Capital IX, LLC, the general partner of Vivo Capital Fund IX, L.P. 01/31/2020
/s/ Albert Cha as a managing member of Vivo Ventures VII, LLC, the general partner of Vivo Ventures Fund VII, L.P. and Vivo Ventures VII Affiliates Fund, L.P. 01/31/2020
** 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).
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