0001213900-20-003598.txt : 20200213 0001213900-20-003598.hdr.sgml : 20200213 20200213163012 ACCESSION NUMBER: 0001213900-20-003598 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200213 DATE AS OF CHANGE: 20200213 GROUP MEMBERS: VIVO OPPORTUNITY, LLC GROUP MEMBERS: VIVO VENTURES VII, LLC SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89009 FILM NUMBER: 20611098 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Vivo Capital IX, LLC CENTRAL INDEX KEY: 0001750698 IRS NUMBER: 824768569 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 192 LYTTON AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 6506880818 MAIL ADDRESS: STREET 1: 192 LYTTON AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 SC 13G/A 1 sc13g0220a1vivocap9_sierra.htm AMENDMENT NO. 1 TO SCHEDULE 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Sierra Oncology, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

82640U404

(CUSIP Number)

January 29, 2020

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐

Rule 13d-1(b)

☒

Rule 13d-1(c)

☐

Rule 13d-1(d)

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).

CUSIP No. 82640U404

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
		324,783 ⁽¹⁾
	6	SHARED VOTING POWER
		0
	7	SOLE DISPOSITIVE POWER
		324,783 ⁽¹⁾
	8	SHARED DISPOSITIVE POWER
		0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	324,783 ⁽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)
	3.1% ⁽²⁾
12	TYPE OF REPORTING PERSON (See Instructions)
	OO

⁽¹⁾

The number represents shares of common stock, par value $0.001 per share (the “Common Stock”) of Sierra Oncology, Inc. (the “Issuer”) held of record by Vivo Capital Fund IX, L.P., as of January 29, 2020. Vivo Capital IX, LLC is the general partner of Vivo Capital Fund IX, L.P. The number reflects a 1-for-40 reverse split of the Issuer’s Common Stock, effective on January 22, 2020 and an automatic conversion of Series A Convertible Voting Preferred Stock into Common Stock, effective on January 29, 2020. The number excludes Series A warrants and Series B warrants, the exercise of each subject to a beneficial ownership limitation of 9.99% of the Issuer’s outstanding shares of Common Stock.

⁽²⁾

Based on 10,394,600 shares of Common Stock of the Issuer outstanding following the reverse stock split of the Issuer’s Common Stock, the conversion of all outstanding Series A convertible preferred voting shares to Common Stock, and the issuance of Common Stock to Gilead Sciences, Inc., as disclosed in the press release filed as an exhibit to its periodic report on Form 8-K, filed with the SEC on January 22, 2020.

CUSIP No. 82640U404

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
		1,455,576 ⁽¹⁾
	6	SHARED VOTING POWER
		0
	7	SOLE DISPOSITIVE POWER
		1,455,576 ⁽¹⁾
	8	SHARED DISPOSITIVE POWER
		0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,455,576 ⁽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)
	14.0% ⁽²⁾
12	TYPE OF REPORTING PERSON (See Instructions)
	OO

⁽¹⁾

The number represents shares of Common Stock held of record by Vivo Opportunity Fund, L.P., as of January 29, 2020. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund, L.P. The number reflects a 1-for-40 reverse split of the Issuer’s Common Stock, effective on January 22, 2020 and an automatic conversion of Series A Convertible Voting Preferred Stock into Common Stock, effective on January 29, 2020. The number excludes Series A warrants and Series B warrants, the exercise of each subject to a beneficial ownership limitation of 9.99% of the Issuer’s outstanding shares of Common Stock.

⁽²⁾

CUSIP No. 82640U404

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
		136,715 ⁽¹⁾
	6	SHARED VOTING POWER
		0
	7	SOLE DISPOSITIVE POWER
		136,715 ⁽¹⁾
	8	SHARED DISPOSITIVE POWER

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	136,715 ⁽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)
	1.3% ⁽²⁾
12	TYPE OF REPORTING PERSON (See Instructions)
	OO

⁽¹⁾

The number represents shares of Common Stock held of record by Vivo Ventures Fund VII, L.P. and Vivo Ventures VII Affiliates Fund, L.P., as of January 29, 2020. Vivo Ventures VII, LLC is the general partner of Vivo Ventures Fund VII, L.P. and Vivo Ventures VII Affiliates Fund, L.P. The number reflects a 1-for-40 reverse split of the Issuer’s Common Stock, effective on January 22, 2020 and an automatic conversion of Series A Convertible Votign Preferred Stock into Common Stock, effective on January 29, 2020. The number excludes Series A warrants and Series B warrants, the exercise of each subject to a beneficial ownership limitation of 9.99% of the Issuer’s outstanding shares of Common Stock. are held of record by

⁽²⁾

Item 1. (a)

Name of Issuer:

Sierra Oncology, Inc.

(b)

Address of Issuer's Principal Executive Offices:

2150 – 885 West Georgia Street, Vancouver, British Columbia, Canada

Item 2. (a)

Name of Person Filing:

This Amendment No. 1 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

(c)

Citizenship:

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

(e)

CUSIP Number:

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.

Item 4.

Ownership.

(a)

Amount beneficially owned:

(1) Vivo Capital IX, LLC

The 324,783 shares of Common Stock are held of record by Vivo Capital Fund IX, L.P. Vivo Capital IX, LLC is the general partner of Vivo Capital Fund IX, L.P. The voting members of Vivo Capital IX, LLC are Frank Kung, Edgar Engleman, Albert Cha, Shan Fu and Chen Yu, none of whom has individual voting or investment power with respect to these shares and each of whom disclaims beneficial ownership of such shares.

(2) Vivo Opportunity, LLC

The 1,455,576 shares of Common Stock are held of record by Vivo Opportunity Fund, L.P. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund, L.P. The voting members of Vivo Opportunity, LLC are Albert Cha, Gaurav Aggarwal, Shan Fu, Frank Kung and Michael Chang, none of whom has individual voting or investment power with respect to these shares and each of whom disclaims beneficial ownership of such shares.

(3) Vivo Ventures VII, LLC

The 136,715 shares of Common Stock are held of record by Vivo Ventures Fund VII, L.P. and Vivo Ventures VII Affiliates Fund, L.P. Vivo Ventures VII, LLC is the general partner of Vivo Ventures Fund VII, L.P. and Vivo Ventures VII Affiliates Fund, L.P. The voting members of Vivo Ventures VII, LLC are Frank Kung, Edgar Engleman, Albert Cha, Shan Fu and Chen Yu, none of whom has individual voting or investment power with respect to these shares and each of whom disclaims beneficial ownership of such shares.

(b)

Percent of class:

Vivo Capital IX, LLC: 3.1%

Vivo Opportunity, LLC: 14.0%

Vivo Ventures VII, LLC: 1.3%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:

Vivo Capital IX, LLC: 324,783 shares

Vivo Opportunity, LLC: 1,455,576 shares

Vivo Ventures VII, LLC: 136,715 shares

(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: 324,783 shares

Vivo Opportunity, LLC: 1,455,576 shares

Vivo Ventures VII, LLC: 136,715 shares

(iv)

Shared power to dispose of or to direct the disposition of: 0

Item 5.

Ownership of Five Percent or Less of a Class.

Not Applicable.

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.

Item 10.

Certifications.

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

	February 13, 2020
	(Date)

	/s/ Albert Cha
	(Signature)

	Managing Member
	(Title)

	Vivo Opportunity, LLC

	February 13, 2020
	(Date)

	/s/ Albert Cha
	(Signature)

	Managing Member
	(Title)

	Vivo Ventures VII, LLC

	February 13, 2020
	(Date)

	/s/ Albert Cha
	(Signature)

	Managing Member
	(Title)