SRRA CRAZYY HUGEE 3 SC 13G FILED on 11/25/2019
SC 13G
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Sierra Oncology, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
82640U107
(CUSIP Number)
November 13, 2019
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o
Rule 13d-1(b)
x
Rule 13d-1(c)
o
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 in 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. 82640U107
1.
Name of Reporting Persons
Venrock Healthcare Capital Partners II, L.P.
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
x(1)
(b)
o
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
6.
Shared Voting Power
8,289,478(2)
7.
Sole Dispositive Power
0
8.
Shared Dispositive Power
8,289,478(2)
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
8,289,478(2)
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
11.
Percent of Class Represented by Amount in Row (9)
9.99%(3)
12.
Type of Reporting Person (See Instructions)
PN
(1) Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, VHCP Management II, LLC, VHCP Management III, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G.
(2) Consists of (i) 2,190,973 shares of common stock issuable upon the conversion of shares of Series A convertible voting preferred stock (“Series A Preferred”) owned by Venrock Healthcare Capital Partners II, L.P., (ii) 887,612 shares of common stock issuable upon the conversion of shares of Series A Preferred owned by VHCP Co-Investment Holdings II, (iii) 4,737,755 shares of common stock issuable upon the conversion of shares of Series A Preferred owned by Venrock Healthcare Capital Partners III, L.P. and (iv) 473,138 shares of common stock issuable upon the conversion of shares of Series A Preferred owned by VHCP Co-Investment Holdings III, LLC. The share numbers in the preceding sentence represent the maximum number of shares of common stock issuable upon the voluntary conversion of the Reporting Persons’ Series A Preferred pursuant to the Certificate of Designation for the Series A Preferred as a result of the blocker provision of the Certificate of Designation described in the following sentence. The Certificate of Designation provides that the holder of Series A Preferred will not have a right to convert, subject to certain exceptions, the Series A Preferred for common stock if, as a result of such conversion, the holder, together with its affiliates and other attribution parties, would own more than 9.99% of the total number of shares of common stock then outstanding. Without giving effect to this blocker provision, the Series A Preferred owned by the Reporting Persons would be convertible into an aggregate of 19,695,000 shares of common stock. The share amounts set forth herein also exclude up to an aggregate of 26,194,350 shares of common stock that are potentially issuable in the future, subject to certain conditions and limitations, upon exercise of warrants held by the Reporting Persons that are not presently exercisable, which shares are considered not to be beneficially owned by the Reporting Persons.
(3) This percentage is calculated based upon 74,688,283 shares of common stock outstanding as of September 30, 2019, as reported in the Issuer’s final prospectus filed with the Securities and Exchange Commission on November 7, 2019 (the “Prospectus”), plus 8,289,478 shares of common stock issuable upon conversion of the Series A Preferred held by the Reporting Persons, which is the maximum number of shares of common stock currently issuable upon the voluntary conversion of Series A Preferred held by the Reporting Persons pursuant to the Certificate of Designation.
2
CUSIP No. 82640U107
1.
Name of Reporting Persons
VHCP Co-Investment Holdings II, LLC
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
x(1)
(b)
o
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
6.
Shared Voting Power
8,289,478(2)
7.
Sole Dispositive Power
0
8.
Shared Dispositive Power
8,289,478(2)
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
8,289,478(2)
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
11.
Percent of Class Represented by Amount in Row (9)
9.99%(3)
12.
Type of Reporting Person (See Instructions)
OO
(1) Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, VHCP Management II, LLC, VHCP Management III, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G.
(2) Consists of (i) 2,190,973 shares of common stock issuable upon the conversion of shares of Series A convertible voting preferred stock (“Series A Preferred”) owned by Venrock Healthcare Capital Partners II, L.P., (ii) 887,612 shares of common stock issuable upon the conversion of shares of Series A Preferred owned by VHCP Co-Investment Holdings II, (iii) 4,737,755 shares of common stock issuable upon the conversion of shares of Series A Preferred owned by Venrock Healthcare Capital Partners III, L.P. and (iv) 473,138 shares of common stock issuable upon the conversion of shares of Series A Preferred owned by VHCP Co-Investment Holdings III, LLC. The share numbers in the preceding sentence represent the maximum number of shares of common stock issuable upon the voluntary conversion of the Reporting Persons’ Series A Preferred pursuant to the Certificate of Designation for the Series A Preferred as a result of the blocker provision of the Certificate of Designation described in the following sentence. The Certificate of Designation provides that the holder of Series A Preferred will not have a right to convert, subject to certain exceptions, the Series A Preferred for common stock if, as a result of such conversion, the holder, together with its affiliates and other attribution parties, would own more than 9.99% of the total number of shares of common stock then outstanding. Without giving effect to this blocker provision, the Series A Preferred owned by the Reporting Persons would be convertible into an aggregate of 19,695,000 shares of common stock. The share amounts set forth herein also exclude up to an aggregate of 26,194,350 shares of common stock that are potentially issuable in the future, subject to certain conditions and limitations, upon exercise of warrants held by the Reporting Persons that are not presently exercisable, which shares are considered not to be beneficially owned by the Reporting Persons.
(3) This percentage is calculated based upon 74,688,283 shares of common stock outstanding as of September 30, 2019, as reported in the Issuer’s final prospectus filed with the Securities and Exchange Commission on November 7, 2019 (the “Prospectus”), plus 8,289,478 shares of common stock issuable upon conversion of the Series A Preferred held by the Reporting Persons, which is the maximum number of shares of common stock currently issuable upon the voluntary conversion of Series A Preferred held by the Reporting Persons pursuant to the Certificate of Designation.
3
CUSIP No. 82640U107
1.
Name of Reporting Persons
Venrock Healthcare Capital Partners III, L.P.
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
x(1)
(b)
o
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
6.
Shared Voting Power
8,289,478(2)
7.
Sole Dispositive Power
0
8.
Shared Dispositive Power
8,289,478(2)
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
8,289,478(2)
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
11.
Percent of Class Represented by Amount in Row (9)
9.99%(3)
12.
Type of Reporting Person (See Instructions)
PN
(1) Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, VHCP Management II, LLC, VHCP Management III, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G.
(2) Consists of (i) 2,190,973 shares of common stock issuable upon the conversion of shares of Series A convertible voting preferred stock (“Series A Preferred”) owned by Venrock Healthcare Capital Partners II, L.P., (ii) 887,612 shares of common stock issuable upon the conversion of shares of Series A Preferred owned by VHCP Co-Investment Holdings II, (iii) 4,737,755 shares of common stock issuable upon the conversion of shares of Series A Preferred owned by Venrock Healthcare Capital Partners III, L.P. and (iv) 473,138 shares of common stock issuable upon the conversion of shares of Series A Preferred owned by VHCP Co-Investment Holdings III, LLC. The share numbers in the preceding sentence represent the maximum number of shares of common stock issuable upon the voluntary conversion of the Reporting Persons’ Series A Preferred pursuant to the Certificate of Designation for the Series A Preferred as a result of the blocker provision of the Certificate of Designation described in the following sentence. The Certificate of Designation provides that the holder of Series A Preferred will not have a right to convert, subject to certain exceptions, the Series A Preferred for common stock if, as a result of such conversion, the holder, together with its affiliates and other attribution parties, would own more than 9.99% of the total number of shares of common stock then outstanding. Without giving effect to this blocker provision, the Series A Preferred owned by the Reporting Persons would be convertible into an aggregate of 19,695,000 shares of common stock. The share amounts set forth herein also exclude up to an aggregate of 26,194,350 shares of common stock that are potentially issuable in the future, subject to certain conditions and limitations, upon exercise of warrants held by the Reporting Persons that are not presently exercisable, which shares are considered not to be beneficially owned by the Reporting Persons.
(3) This percentage is calculated based upon 74,688,283 shares of common stock outstanding as of September 30, 2019, as reported in the Issuer’s final prospectus filed with the Securities and Exchange Commission on November 7, 2019 (the “Prospectus”), plus 8,289,478 shares of common stock issuable upon conversion of the Series A Preferred held by the Reporting Persons, which is the maximum number of shares of common stock currently issuable upon the voluntary conversion of Series A Preferred held by the Reporting Persons pursuant to the Certificate of Designation.
4
CUSIP No. 82640U107
1.
Name of Reporting Persons
VHCP Co-Investment Holdings III, LLC
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
x(1)
(b)
o
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
6.
Shared Voting Power
8,289,478(2)
7.
Sole Dispositive Power
0
8.
Shared Dispositive Power
8,289,478(2)
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
8,289,478(2)
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
11.
Percent of Class Represented by Amount in Row (9)
9.99%(3)
12.
Type of Reporting Person (See Instructions)
OO
(1) Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, VHCP Management II, LLC, VHCP Management III, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G.
(2) Consists of (i) 2,190,973 shares of common stock issuable upon the conversion of shares of Series A convertible voting preferred stock (“Series A Preferred”) owned by Venrock Healthcare Capital Partners II, L.P., (ii) 887,612 shares of common stock issuable upon the conversion of shares of Series A Preferred owned by VHCP Co-Investment Holdings II, (iii) 4,737,755 shares of common stock issuable upon the conversion of shares of Series A Preferred owned by Venrock Healthcare Capital Partners III, L.P. and (iv) 473,138 shares of common stock issuable upon the conversion of shares of Series A Preferred owned by VHCP Co-Investment Holdings III, LLC. The share numbers in the preceding sentence represent the maximum number of shares of common stock issuable upon the voluntary conversion of the Reporting Persons’ Series A Preferred pursuant to the Certificate of Designation for the Series A Preferred as a result of the blocker provision of the Certificate of Designation described in the following sentence. The Certificate of Designation provides that the holder of Series A Preferred will not have a right to convert, subject to certain exceptions, the Series A Preferred for common stock if, as a result of such conversion, the holder, together with its affiliates and other attribution parties, would own more than 9.99% of the total number of shares of common stock then outstanding. Without giving effect to this blocker provision, the Series A Preferred owned by the Reporting Persons would be convertible into an aggregate of 19,695,000 shares of common stock. The share amounts set forth herein also exclude up to an aggregate of 26,194,350 shares of common stock that are potentially issuable in the future, subject to certain conditions and limitations, upon exercise of warrants held by the Reporting Persons that are not presently exercisable, which shares are considered not to be beneficially owned by the Reporting Persons.
(3) This percentage is calculated based upon 74,688,283 shares of common stock outstanding as of September 30, 2019, as reported in the Issuer’s final prospectus filed with the Securities and Exchange Commission on November 7, 2019 (the “Prospectus”), plus 8,289,478 shares of common stock issuable upon conversion of the Series A Preferred held by the Reporting Persons, which is the maximum number of shares of common stock currently issuable upon the voluntary conversion of Series A Preferred held by the Reporting Persons pursuant to the Certificate of Designation.
5
CUSIP No. 82640U107
1.
Name of Reporting Persons
VHCP Management II, LLC
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
x(1)
(b)
o
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
6.
Shared Voting Power
8,289,478(2)
7.
Sole Dispositive Power
0
8.
Shared Dispositive Power
8,289,478(2)
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
8,289,478(2)
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
11.
Percent of Class Represented by Amount in Row (9)
9.99%(3)
12.
Type of Reporting Person (See Instructions)
OO
(1) Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, VHCP Management II, LLC, VHCP Management III, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G.
(2) Consists of (i) 2,190,973 shares of common stock issuable upon the conversion of shares of Series A convertible voting preferred stock (“Series A Preferred”) owned by Venrock Healthcare Capital Partners II, L.P., (ii) 887,612 shares of common stock issuable upon the conversion of shares of Series A Preferred owned by VHCP Co-Investment Holdings II, (iii) 4,737,755 shares of common stock issuable upon the conversion of shares of Series A Preferred owned by Venrock Healthcare Capital Partners III, L.P. and (iv) 473,138 shares of common stock issuable upon the conversion of shares of Series A Preferred owned by VHCP Co-Investment Holdings III, LLC. The share numbers in the preceding sentence represent the maximum number of shares of common stock issuable upon the voluntary conversion of the Reporting Persons’ Series A Preferred pursuant to the Certificate of Designation for the Series A Preferred as a result of the blocker provision of the Certificate of Designation described in the following sentence. The Certificate of Designation provides that the holder of Series A Preferred will not have a right to convert, subject to certain exceptions, the Series A Preferred for common stock if, as a result of such conversion, the holder, together with its affiliates and other attribution parties, would own more than 9.99% of the total number of shares of common stock then outstanding. Without giving effect to this blocker provision, the Series A Preferred owned by the Reporting Persons would be convertible into an aggregate of 19,695,000 shares of common stock. The share amounts set forth herein also exclude up to an aggregate of 26,194,350 shares of common stock that are potentially issuable in the future, subject to certain conditions and limitations, upon exercise of warrants held by the Reporting Persons that are not presently exercisable, which shares are considered not to be beneficially owned by the Reporting Persons.
(3) This percentage is calculated based upon 74,688,283 shares of common stock outstanding as of September 30, 2019, as reported in the Issuer’s final prospectus filed with the Securities and Exchange Commission on November 7, 2019 (the “Prospectus”), plus 8,289,478 shares of common stock issuable upon conversion of the Series A Preferred held by the Reporting Persons, which is the maximum number of shares of common stock currently issuable upon the voluntary conversion of Series A Preferred held by the Reporting Persons pursuant to the Certificate of Designation.
6
CUSIP No. 82640U107
1.
Name of Reporting Persons
VHCP Management III, LLC
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
x(1)
(b)
o
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
6.
Shared Voting Power
8,289,478(2)
7.
Sole Dispositive Power
0
8.
Shared Dispositive Power
8,289,478(2)
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
8,289,478(2)
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
11.
Percent of Class Represented by Amount in Row (9)
9.99%(3)
12.
Type of Reporting Person (See Instructions)
OO
(1) Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, VHCP Management II, LLC, VHCP Management III, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G.
(2) Consists of (i) 2,190,973 shares of common stock issuable upon the conversion of shares of Series A convertible voting preferred stock (“Series A Preferred”) owned by Venrock Healthcare Capital Partners II, L.P., (ii) 887,612 shares of common stock issuable upon the conversion of shares of Series A Preferred owned by VHCP Co-Investment Holdings II, (iii) 4,737,755 shares of common stock issuable upon the conversion of shares of Series A Preferred owned by Venrock Healthcare Capital Partners III, L.P. and (iv) 473,138 shares of common stock issuable upon the conversion of shares of Series A Preferred owned by VHCP Co-Investment Holdings III, LLC. The share numbers in the preceding sentence represent the maximum number of shares of common stock issuable upon the voluntary conversion of the Reporting Persons’ Series A Preferred pursuant to the Certificate of Designation for the Series A Preferred as a result of the blocker provision of the Certificate of Designation described in the following sentence. The Certificate of Designation provides that the holder of Series A Preferred will not have a right to convert, subject to certain exceptions, the Series A Preferred for common stock if, as a result of such conversion, the holder, together with its affiliates and other attribution parties, would own more than 9.99% of the total number of shares of common stock then outstanding. Without giving effect to this blocker provision, the Series A Preferred owned by the Reporting Persons would be convertible into an aggregate of 19,695,000 shares of common stock. The share amounts set forth herein also exclude up to an aggregate of 26,194,350 shares of common stock that are potentially issuable in the future, subject to certain conditions and limitations, upon exercise of warrants held by the Reporting Persons that are not presently exercisable, which shares are considered not to be beneficially owned by the Reporting Persons.
(3) This percentage is calculated based upon 74,688,283 shares of common stock outstanding as of September 30, 2019, as reported in the Issuer’s final prospectus filed with the Securities and Exchange Commission on November 7, 2019 (the “Prospectus”), plus 8,289,478 shares of common stock issuable upon conversion of the Series A Preferred held by the Reporting Persons, which is the maximum number of shares of common stock currently issuable upon the voluntary conversion of Series A Preferred held by the Reporting Persons pursuant to the Certificate of Designation.
7
CUSIP No. 82640U107
1.
Name of Reporting Persons
Shah, Nimish
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
x(1)
(b)
o
3.
SEC Use Only
4.
Citizenship or Place of Organization
United States
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
5.
Sole Voting Power
0
6.
Shared Voting Power
8,289,478(2)
7.
Sole Dispositive Power
0
8.
Shared Dispositive Power
8,289,478(2)
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
8,289,478(2)
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
11.
Percent of Class Represented by Amount in Row (9)
9.99%(3)
12.
Type of Reporting Person (See Instructions)
IN
(1) Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, VHCP Management II, LLC, VHCP Management III, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G.
(2) Consists of (i) 2,190,973 shares of common stock issuable upon the conversion of shares of Series A convertible voting preferred stock (“Series A Preferred”) owned by Venrock Healthcare Capital Partners II, L.P., (ii) 887,612 shares of common stock issuable upon the conversion of shares of Series A Preferred owned by VHCP Co-Investment Holdings II, (iii) 4,737,755 shares of common stock issuable upon the conversion of shares of Series A Preferred owned by Venrock Healthcare Capital Partners III, L.P. and (iv) 473,138 shares of common stock issuable upon the conversion of shares of Series A Preferred owned by VHCP Co-Investment Holdings III, LLC. The share numbers in the preceding sentence represent the maximum number of shares of common stock issuable upon the voluntary conversion of the Reporting Persons’ Series A Preferred pursuant to the Certificate of Designation for the Series A Preferred as a result of the blocker provision of the Certificate of Designation described in the following sentence. The Certificate of Designation provides that the holder of Series A Preferred will not have a right to convert, subject to certain exceptions, the Series A Preferred for common stock if, as a result of such conversion, the holder, together with its affiliates and other attribution parties, would own more than 9.99% of the total number of shares of common stock then outstanding. Without giving effect to this blocker provision, the Series A Preferred owned by the Reporting Persons would be convertible into an aggregate of 19,695,000 shares of common stock. The share amounts set forth herein also exclude up to an aggregate of 26,194,350 shares of common stock that are potentially issuable in the future, subject to certain conditions and limitations, upon exercise of warrants held by the Reporting Persons that are not presently exercisable, which shares are considered not to be beneficially owned by the Reporting Persons.
(3) This percentage is calculated based upon 74,688,283 shares of common stock outstanding as of September 30, 2019, as reported in the Issuer’s final prospectus filed with the Securities and Exchange Commission on November 7, 2019 (the “Prospectus”), plus 8,289,478 shares of common stock issuable upon conversion of the Series A Preferred held by the Reporting Persons, which is the maximum number of shares of common stock currently issuable upon the voluntary conversion of Series A Preferred held by the Reporting Persons pursuant to the Certificate of Designation.
8
CUSIP No. 82640U107
1.
Name of Reporting Persons
Koh, Bong
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
x(1)
(b)
o
3.
SEC Use Only
4.
Citizenship or Place of Organization
United States
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
5.
Sole Voting Power
0
6.
Shared Voting Power
8,289,478(2)
7.
Sole Dispositive Power
0
8.
Shared Dispositive Power
8,289,478(2)
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
8,289,478(2)
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
11.
Percent of Class Represented by Amount in Row (9)
9.99%(3)
12.
Type of Reporting Person (See Instructions)
IN
(1) Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, VHCP Management II, LLC, VHCP Management III, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G.
(2) Consists of (i) 2,190,973 shares of common stock issuable upon the conversion of shares of Series A convertible voting preferred stock (“Series A Preferred”) owned by Venrock Healthcare Capital Partners II, L.P., (ii) 887,612 shares of common stock issuable upon the conversion of shares of Series A Preferred owned by VHCP Co-Investment Holdings II, (iii) 4,737,755 shares of common stock issuable upon the conversion of shares of Series A Preferred owned by Venrock Healthcare Capital Partners III, L.P. and (iv) 473,138 shares of common stock issuable upon the conversion of shares of Series A Preferred owned by VHCP Co-Investment Holdings III, LLC. The share numbers in the preceding sentence represent the maximum number of shares of common stock issuable upon the voluntary conversion of the Reporting Persons’ Series A Preferred pursuant to the Certificate of Designation for the Series A Preferred as a result of the blocker provision of the Certificate of Designation described in the following sentence. The Certificate of Designation provides that the holder of Series A Preferred will not have a right to convert, subject to certain exceptions, the Series A Preferred for common stock if, as a result of such conversion, the holder, together with its affiliates and other attribution parties, would own more than 9.99% of the total number of shares of common stock then outstanding. Without giving effect to this blocker provision, the Series A Preferred owned by the Reporting Persons would be convertible into an aggregate of 19,695,000 shares of common stock. The share amounts set forth herein also exclude up to an aggregate of 26,194,350 shares of common stock that are potentially issuable in the future, subject to certain conditions and limitations, upon exercise of warrants held by the Reporting Persons that are not presently exercisable, which shares are considered not to be beneficially owned by the Reporting Persons.
(3) This percentage is calculated based upon 74,688,283 shares of common stock outstanding as of September 30, 2019, as reported in the Issuer’s final prospectus filed with the Securities and Exchange Commission on November 7, 2019 (the “Prospectus”), plus 8,289,478 shares of common stock issuable upon conversion of the Series A Preferred held by the Reporting Persons, which is the maximum number of shares of common stock currently issuable upon the voluntary conversion of Series A Preferred held by the Reporting Persons pursuant to the Certificate of Designation.
9
CUSIP No. 82640U107
Introductory Note: This Schedule 13G is filed on behalf of Venrock Healthcare Capital Partners II, L.P., a limited partnership organized under the laws of the State of Delaware (“VHCP II LP”), VHCP Co-Investment Holdings II, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Co-Investment II”), Venrock Healthcare Capital Partners III, L.P., a limited partnership organized under the laws of the State of Delaware (“VHCP III LP”), VHCP Co-Investment Holdings III, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Co-Investment III”), VHCP Management II, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Management II”), VHCP Management III, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Management III” and collectively with VHCP II LP, VHCP Co-Investment II, VHCP III LP, VHCP Co-Investment III and VHCP Management II, the “Venrock Entities”), Nimish Shah (“Shah”) and Bong Koh (“Koh”) in respect of Common Stock of Sierra Oncology, Inc.
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
V6C 3E8
Item 2.
(a)
Name of Person Filing
Venrock Healthcare Capital Partners II, L.P.
VHCP Co-Investment Holdings II, LLC
Venrock Healthcare Capital Partners III, L.P.
VHCP Co-Investment Holdings III, LLC
VHCP Management II, LLC
VHCP Management III, LLC
Nimish Shah
Bong Koh
(b)
Address of Principal Business Office or, if none, Residence
New York Office:
Palo Alto Office:
7 Bryant Park
3340 Hillview Avenue
23rd Floor
Palo Alto, CA 94304
New York, NY 10018
(c)
Citizenship
All of the Venrock Entities were organized in Delaware. The individuals are both United States citizens.
(d)
Title of Class of Securities
Common Stock, par value $0.001 per share
(e)
CUSIP Number
82640U107
10
CUSIP No. 82640U107
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:
Not applicable
Item 4.
Ownership
(a)
Amount Beneficially Owned as of November 25, 2019:
Venrock Healthcare Capital Partners II, L.P.
8,289,478
(1)
VHCP Co-Investment Holdings II, LLC
8,289,478
(1)
Venrock Healthcare Capital Partners III, L.P.
8,289,478
(1)
VHCP Co-Investment Holdings III, LLC
8,289,478
(1)
VHCP Management II, LLC
8,289,478
(1)
VHCP Management III, LLC
8,289,478
(1)
Nimish Shah
8,289,478
(1)
Bong Koh
8,289,478
(1)
(b)
Percent of Class as of November 25, 2019:
Venrock Healthcare Capital Partners II, L.P.
9.99
%
VHCP Co-Investment Holdings II, LLC
9.99
%
Venrock Healthcare Capital Partners III, L.P.
9.99
%
VHCP Co-Investment Holdings III, LLC
9.99
%
VHCP Management II, LLC
9.99
%
VHCP Management III, LLC
9.99
%
Nimish Shah
9.99
%
Bong Koh
9.99
%
(c)
Number of shares as to which the person has, as of November 25, 2019:
(i)
Sole power to vote or to direct the vote
Venrock Healthcare Capital Partners II, L.P.
0
VHCP Co-Investment Holdings II, LLC
0
Venrock Healthcare Capital Partners III, L.P.
0
VHCP Co-Investment Holdings III, LLC
0
VHCP Management II, LLC
0
VHCP Management III, LLC
0
Nimish Shah
0
Bong Koh
0
11
CUSIP No. 82640U107
(ii)
Shared power to vote or to direct the vote
Venrock Healthcare Capital Partners II, L.P.
8,289,478
(1)
VHCP Co-Investment Holdings II, LLC
8,289,478
(1)
Venrock Healthcare Capital Partners III, L.P.
8,289,478
(1)
VHCP Co-Investment Holdings III, LLC
8,289,478
(1)
VHCP Management II, LLC
8,289,478
(1)
VHCP Management III, LLC
8,289,478
(1)
Nimish Shah
8,289,478
(1)
Bong Koh
8,289,478
(1)
(iii)
Sole power to dispose or to direct the disposition of
Venrock Healthcare Capital Partners II, L.P.
0
VHCP Co-Investment Holdings II, LLC
0
Venrock Healthcare Capital Partners III, L.P.
0
VHCP Co-Investment Holdings III, LLC
0
VHCP Management II, LLC
0
VHCP Management III, LLC
0
Nimish Shah
0
Bong Koh
0
(iv)
Shared power to dispose or to direct the disposition of
Venrock Healthcare Capital Partners II, L.P.
8,289,478
(1)
VHCP Co-Investment Holdings II, LLC
8,289,478
(1)
Venrock Healthcare Capital Partners III, L.P.
8,289,478
(1)
VHCP Co-Investment Holdings III, LLC
8,289,478
(1)
VHCP Management II, LLC
8,289,478
(1)
VHCP Management III, LLC
8,289,478
(1)
Nimish Shah
8,289,478
(1)
Bong Koh
8,289,478
(1)
(1) Consists of (i) 2,190,973 shares of common stock issuable upon the conversion of shares of Series A convertible voting preferred stock (“Series A Preferred”) owned by Venrock Healthcare Capital Partners II, L.P., (ii) 887,612 shares of common stock issuable upon the conversion of shares of Series A Preferred owned by VHCP Co-Investment Holdings II, (iii) 4,737,755 shares of common stock issuable upon the conversion of shares of Series A Preferred owned by Venrock Healthcare Capital Partners III, L.P. and (iv) 473,138 shares of common stock issuable upon the conversion of shares of Series A Preferred owned by VHCP Co-Investment Holdings III, LLC. The share numbers in the preceding sentence represent the maximum number of shares of common stock issuable upon the voluntary conversion of the Reporting Persons’ Series A Preferred pursuant to the Certificate of Designation for the Series A Preferred as a result of the blocker provision of the Certificate of Designation described in the following sentence. The Certificate of Designation provides that the holder of Series A Preferred will not have a right to convert, subject to certain exceptions, the Series A Preferred for common stock if, as a result of such conversion, the holder, together with its affiliates and other attribution parties, would own more than 9.99% of the total number of shares of common stock then outstanding. Without giving effect to this blocker provision, the Series A Preferred owned by the Reporting Persons would be convertible into an aggregate of 19,695,000 shares of common stock. The share amounts set forth herein also exclude up to an aggregate of 26,194,350 shares of common stock that are potentially issuable in the future, subject to certain conditions and limitations, upon exercise of warrants held by the Reporting Persons that are not presently exercisable, which shares are considered not to be beneficially owned by the Reporting Persons. VHCP Management II, LLC is the general partner of Venrock Healthcare Capital Partners II, L.P. and the manager of VHCP Co-Investment Holdings II, LLC. VHCP Management III, LLC is the general partner of Venrock Healthcare Capital Partners III, L.P. and the manager of VHCP Co-Investment Holdings III, LLC. Messrs. Shah and Koh are the voting members of VHCP Management II, LLC and VHCP Management III, LLC.
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 five percent of the class of securities, check the following o.
Item 6.
Ownership of More than Five Percent on Behalf of Another Person
Not Applicable
12
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 a Group
Not Applicable
13
CUSIP No. 82640U107
Item 10.
Certification
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 § 240.14a-11.
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.
Dated: November 25, 2019
Venrock Healthcare Capital Partners II, L.P.
Venrock Healthcare Capital Partners III, L.P.
By:
VHCP Management II, LLC
By:
VHCP Management III, LLC
Its:
General Partner
Its:
General Partner
By:
/s/ David L. Stepp
By:
/s/ David L. Stepp
Name:
David L. Stepp
Name:
David L. Stepp
Its:
Authorized Signatory
Its:
Authorized Signatory
VHCP Co-Investment Holdings II, LLC
VHCP Co-Investment Holdings III, LLC
By:
VHCP Management II, LLC
By:
VHCP Management III, LLC
Its:
Manager
Its:
Manager
By:
/s/ David L. Stepp
By:
/s/ David L. Stepp
Name:
David L. Stepp
Name:
David L. Stepp
Its:
Authorized Signatory
Its:
Authorized Signatory
VHCP Management II, LLC
VHCP Management III, LLC
By:
/s/ David L. Stepp
By:
/s/ David L. Stepp
Name:
David L. Stepp
Name:
David L. Stepp
Its:
Authorized Signatory
Its:
Authorized Signatory
Nimish Shah
Bong Koh
By:
/s/ David L. Stepp
By:
/s/ David L. Stepp
David L. Stepp, as attorney-in-fact
David L. Stepp, as attorney-in-fact
14
CUSIP No. 82640U107
EXHIBITS
A: Joint Filing Agreement
B: Power of Attorney for Nimish Shah
C: Power of Attorney for Bong Koh
15
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Sierra Oncology, Inc. and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.
In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 25th day of November, 2019.
Venrock Healthcare Capital Partners II, L.P.
Venrock Healthcare Capital Partners III, L.P.
By:
VHCP Management II, LLC
By:
VHCP Management III, LLC
Its:
General Partner
Its:
General Partner
By:
/s/ David L. Stepp
By:
/s/ David L. Stepp
Name:
David L. Stepp
Name:
David L. Stepp
Its:
Authorized Signatory
Its:
Authorized Signatory
VHCP Co-Investment Holdings II, LLC
VHCP Co-Investment Holdings III, LLC
By:
VHCP Management II, LLC
By:
VHCP Management III, LLC
Its:
Manager
Its:
Manager
By:
/s/ David L. Stepp
By:
/s/ David L. Stepp
Name:
David L. Stepp
Name:
David L. Stepp
Its:
Authorized Signatory
Its:
Authorized Signatory
VHCP Management II, LLC
VHCP Management III, LLC
By:
/s/ David L. Stepp
By:
/s/ David L. Stepp
Name:
David L. Stepp
Name:
David L. Stepp
Its:
Authorized Signatory
Its:
Authorized Signatory
Nimish Shah
Bong Koh
By:
/s/ David L. Stepp
By:
/s/ David L. Stepp
David L. Stepp, as attorney-in-fact
David L. Stepp, as attorney-in-fact
16
EXHIBIT B
POWER OF ATTORNEY FOR NIMISH SHAH
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of David L. Stepp, Sherman G. Souther and Lisa D. Harris signing individually, the undersigned’s true and lawful attorney-in fact and agent to:
(i) prepare execute and file, for and on behalf of the undersigned, any and all documents and filings that are required or advisable to be made with the United States Securities and Exchange Commission, any stock exchange or similar authority, under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, including without limitation (a) any Joint Filing Agreement under Rule 13d-1(k) of the Exchange Act (or any successor provision thereunder), Schedule 13D and Schedule 13G (or any successor schedules or forms adopted under the Exchange Act ) and any amendments thereto in accordance with Section 13 of the Exchange Act and the rules thereunder, and (b) Forms 3, 4 and 5 and any amendments thereto in accordance with Section 16(a) of the Exchange Act and the rules thereunder; and
(ii) take any other action of any nature whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of undersigned, is not assuming, nor is Venrock assuming, any of the undersigned’s responsibilities to comply with the Exchange Act, including without limitation Sections 13 and 16 of the Exchange Act.
This power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file any form or document with respect to the undersigned’s holdings of and transactions in securities issued by a company, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorney-in-fact, or (c) until such attorney-in-fact shall no longer be employed by VR Management, LLC (or its successor).
IN WITNESS WHEREOF, the undersigned has cause this Power of Attorney to be executed as of this 25th day of November, 2019.
/s/ Nimish Shah
17
EXHIBIT C
POWER OF ATTORNEY FOR BONG KOH
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of David L. Stepp, Sherman G. Souther and Lisa D. Harris signing individually, the undersigned’s true and lawful attorney-in fact and agent to:
(i) prepare execute and file, for and on behalf of the undersigned, any and all documents and filings that are required or advisable to be made with the United States Securities and Exchange Commission, any stock exchange or similar authority, under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, including without limitation (a) any Joint Filing Agreement under Rule 13d-1(k) of the Exchange Act (or any successor provision thereunder), Schedule 13D and Schedule 13G (or any successor schedules or forms adopted under the Exchange Act ) and any amendments thereto in accordance with Section 13 of the Exchange Act and the rules thereunder, and (b) Forms 3, 4 and 5 and any amendments thereto in accordance with Section 16(a) of the Exchange Act and the rules thereunder; and
(ii) take any other action of any nature whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of undersigned, is not assuming, nor is Venrock assuming, any of the undersigned’s responsibilities to comply with the Exchange Act, including without limitation Sections 13 and 16 of the Exchange Act.
This power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file any form or document with respect to the undersigned’s holdings of and transactions in securities issued by a company, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorney-in-fact, or (c) until such attorney-in-fact shall no longer be employed by VR Management, LLC (or its successor).
IN WITNESS WHEREOF, the undersigned has cause this Power of Attorney to be executed as of this 25th day of November, 2019.
/s/ Bong Koh
18
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
SIERRA ONCOLOGY, INC.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
82640U 10 7
(CUSIP Number)
Patrick G. Enright
Managing Member
Longitude Capital Partners III, LLC
2740 Sand Hill Road, 2nd Floor
Menlo Park, CA 94025
(650) 854-5700
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 13, 2019
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ?.
*
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 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).
(Continued on following pages)
(Page 1 of __ Pages)
1
NAMES OF REPORTING PERSONS
Longitude Capital Partners III, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ? (b) ?
3
SEC USE ONLY
4
SOURCE OF FUNDS (see instructions)
AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
?
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
18,660,402 (1) (2)
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
18,660,402 (1) (2)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,660,402 (1) (2)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
?
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
19.99% (3)
14
TYPE OF REPORTING PERSON (see instructions)
OO
(1)
All shares are held of record by LVPIII (as defined in Item 2(a) below). LCPIII (as defined in Item 2(a) below) is the general partner of LVPIII and may be deemed to have voting, investment and dispositive power with respect to these securities. Patrick G. Enright, Juliet Tammenoms Bakker and Joshua Richardson, a member of the Issuer’s board of directors, are each members of LCPIII and may each be deemed to share voting, investment and dispositive power with respect to these securities. Patrick G. Enright and Juliet Tammenoms Bakker are the managing members of LCPIII.
(2)
This total consists of: (i) 18,660,402 shares of the Issuer’s common stock (the “Common Stock”) that may be acquired upon the conversion of shares of Series A convertible voting preferred stock of the Issuer (the “Series A Preferred Stock”). This total excludes: (i) additional shares of Common Stock issuable upon the conversion of shares of Series A Preferred Stock held by LVPIII because the Series A Preferred Stock may not be converted to the extent that doing so would result in the holder of the Series A Preferred Stock (together with the holder’s affiliates and any other persons acting as a group together with the holder or any of the holder’s affiliates) beneficially owning more than 19.99% of the shares of Common Stock then outstanding; (ii) 59,085,000 shares of Common Stock issuable upon the exercise of Series A warrants held by LVPIII because the warrants may not be exercised to the extent that doing so would result in the holder of the warrants (together with the holder’s affiliates and any other persons acting as a group together with the holder or any of the holder’s affiliates) beneficially owning more than 9.99% of the shares of Common Stock then outstanding; and (iii) 19,498,050 shares of Common Stock issuable upon the exercise of Series B warrants held by LVPIII because the warrants may not be exercised to the extent that doing so would result in the holder of the warrants (together with the holder’s affiliates and any other persons acting as a group together with the holder or any of the holder’s affiliates) beneficially owning more than 9.99% of the shares of Common Stock then outstanding.
(3)
Based on 74,688,283 shares of Common Stock outstanding as of October 31, 2019 as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 (the “Form 10-Q”) filed with the Securities and Exchange Commission on November 4, 2019, as adjusted to reflect an additional 18,660,402 shares of Common Stock that would be outstanding following the conversion of certain shares of Series A Preferred Stock beneficially owned by LVPIII and reported in the rows above.
1
NAMES OF REPORTING PERSONS
Longitude Venture Partners III, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ? (b) ?
3
SEC USE ONLY
4
SOURCE OF FUNDS (see instructions)
WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
?
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
18,660,402 (1) (2)
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
18,660,402 (1) (2)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,660,402 (1) (2)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
?
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
19.99% (3)
14
TYPE OF REPORTING PERSON (see instructions)
PN
(1)
All shares are held of record by LVPIII. LCPIII is the general partner of LVPIII and may be deemed to have voting, investment and dispositive power with respect to these securities. Patrick G. Enright, Juliet Tammenoms Bakker and Joshua Richardson, a member of the Issuer’s board of directors, are each members of LCPIII and may each be deemed to share voting, investment and dispositive power with respect to these securities. Patrick G. Enright and Juliet Tammenoms Bakker are the managing members of LCPIII.
(2)
This total consists of: (i) 18,660,402 shares of Common Stock that may be acquired upon the conversion of shares of Series A Preferred Stock. This total excludes: (i) additional shares of Common Stock issuable upon the conversion of shares of Series A Preferred Stock held by LVPIII because the Series A Preferred Stock may not be converted to the extent that doing so would result in the holder of the Series A Preferred Stock (together with the holder’s affiliates and any other persons acting as a group together with the holder or any of the holder’s affiliates) beneficially owning more than 19.99% of the shares of Common Stock then outstanding; (ii) 59,085,000 shares of Common Stock issuable upon the exercise of Series A warrants held by LVPIII because the warrants may not be exercised to the extent that doing so would result in the holder of the warrants (together with the holder’s affiliates and any other persons acting as a group together with the holder or any of the holder’s affiliates) beneficially owning more than 9.99% of the shares of Common Stock then outstanding; and (iii) 19,498,050 shares of Common Stock issuable upon the exercise of Series B warrants held by LVPIII because the warrants may not be exercised to the extent that doing so would result in the holder of the warrants (together with the holder’s affiliates and any other persons acting as a group together with the holder or any of the holder’s affiliates) beneficially owning more than 9.99% of the shares of Common Stock then outstanding.
(3)
Based on 74,688,283 shares of Common Stock outstanding as of October 31, 2019 as reported in the Form 10-Q, as adjusted to reflect an additional 18,660,402 shares of Common Stock that would be outstanding following the conversion of certain shares of Series A Preferred Stock beneficially owned by LVPIII and reported in the rows above.
1
NAMES OF REPORTING PERSONS
Patrick G. Enright
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ? (b) ?
3
SEC USE ONLY
4
SOURCE OF FUNDS (see instructions)
AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
?
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
18,660,402 (1) (2)
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
18,660,402 (1) (2)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,660,402 (1) (2)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
?
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
19.99% (3)
14
TYPE OF REPORTING PERSON (see instructions)
IN
(1)
All shares are held of record by LVPIII. LCPIII is the general partner of LVPIII and may be deemed to have voting, investment and dispositive power with respect to these securities. Patrick G. Enright, Juliet Tammenoms Bakker and Joshua Richardson, a member of the Issuer’s board of directors, are each members of LCPIII and may each be deemed to share voting, investment and dispositive power with respect to these securities. Patrick G. Enright and Juliet Tammenoms Bakker are the managing members of LCPIII.
(2)
This total consists of: (i) 18,660,402 shares of Common Stock that may be acquired upon the conversion of shares of Series A Preferred Stock. This total excludes: (i) additional shares of Common Stock issuable upon the conversion of shares of Series A Preferred Stock held by LVPIII because the Series A Preferred Stock may not be converted to the extent that doing so would result in the holder of the Series A Preferred Stock (together with the holder’s affiliates and any other persons acting as a group together with the holder or any of the holder’s affiliates) beneficially owning more than 19.99% of the shares of Common Stock then outstanding; (ii) 59,085,000 shares of Common Stock issuable upon the exercise of Series A warrants held by LVPIII because the warrants may not be exercised to the extent that doing so would result in the holder of the warrants (together with the holder’s affiliates and any other persons acting as a group together with the holder or any of the holder’s affiliates) beneficially owning more than 9.99% of the shares of Common Stock then outstanding; and (iii) 19,498,050 shares of Common Stock issuable upon the exercise of Series B warrants held by LVPIII because the warrants may not be exercised to the extent that doing so would result in the holder of the warrants (together with the holder’s affiliates and any other persons acting as a group together with the holder or any of the holder’s affiliates) beneficially owning more than 9.99% of the shares of Common Stock then outstanding.
(3)
Based on 74,688,283 shares of Common Stock outstanding as of October 31, 2019 as reported in the Form 10-Q, as adjusted to reflect an additional 18,660,402 shares of Common Stock that would be outstanding following the conversion of certain shares of Series A Preferred Stock beneficially owned by LVPIII and reported in the rows above.
1
NAMES OF REPORTING PERSONS
Juliet Tammenoms Bakker
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ? (b) ?
3
SEC USE ONLY
4
SOURCE OF FUNDS (see instructions)
AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
?
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
18,660,402 (1) (2)
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
18,660,402 (1) (2)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,660,402 (1) (2)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
?
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
19.99% (3)
14
TYPE OF REPORTING PERSON (see instructions)
IN
(1)
All shares are held of record by LVPIII. LCPIII is the general partner of LVPIII and may be deemed to have voting, investment and dispositive power with respect to these securities. Patrick G. Enright, Juliet Tammenoms Bakker and Joshua Richardson, a member of the Issuer’s board of directors, are each members of LCPIII and may each be deemed to share voting, investment and dispositive power with respect to these securities. Patrick G. Enright and Juliet Tammenoms Bakker are the managing members of LCPIII.
(2)
This total consists of: (i) 18,660,402 shares of Common Stock that may be acquired upon the conversion of shares of Series A Preferred Stock. This total excludes: (i) additional shares of Common Stock issuable upon the conversion of shares of Series A Preferred Stock held by LVPIII because the Series A Preferred Stock may not be converted to the extent that doing so would result in the holder of the Series A Preferred Stock (together with the holder’s affiliates and any other persons acting as a group together with the holder or any of the holder’s affiliates) beneficially owning more than 19.99% of the shares of Common Stock then outstanding; (ii) 59,085,000 shares of Common Stock issuable upon the exercise of Series A warrants held by LVPIII because the warrants may not be exercised to the extent that doing so would result in the holder of the warrants (together with the holder’s affiliates and any other persons acting as a group together with the holder or any of the holder’s affiliates) beneficially owning more than 9.99% of the shares of Common Stock then outstanding; and (iii) 19,498,050 shares of Common Stock issuable upon the exercise of Series B warrants held by LVPIII because the warrants may not be exercised to the extent that doing so would result in the holder of the warrants (together with the holder’s affiliates and any other persons acting as a group together with the holder or any of the holder’s affiliates) beneficially owning more than 9.99% of the shares of Common Stock then outstanding.
(3)
Based on 74,688,283 shares of Common Stock outstanding as of October 31, 2019 as reported in the Form 10-Q, as adjusted to reflect an additional 18,660,402 shares of Common Stock that would be outstanding following the conversion of certain shares of Series A Preferred Stock beneficially owned by LVPIII and reported in the rows above.
1
NAMES OF REPORTING PERSONS
Joshua Richardson
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ? (b) ?
3
SEC USE ONLY
4
SOURCE OF FUNDS (see instructions)
AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
?
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
18,660,402 (1) (2)
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
18,660,402 (1) (2)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,660,402 (1) (2)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
?
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
19.99% (3)
14
TYPE OF REPORTING PERSON (see instructions)
IN
(1)
All shares are held of record by LVPIII. LCPIII is the general partner of LVPIII and may be deemed to have voting, investment and dispositive power with respect to these securities. Patrick G. Enright, Juliet Tammenoms Bakker and Joshua Richardson, a member of the Issuer’s board of directors, are each members of LCPIII and may each be deemed to share voting, investment and dispositive power with respect to these securities. Patrick G. Enright and Juliet Tammenoms Bakker are the managing members of LCPIII.
(2)
This total consists of: (i) 18,660,402 shares of Common Stock that may be acquired upon the conversion of shares of Series A Preferred Stock. This total excludes: (i) additional shares of Common Stock issuable upon the conversion of shares of Series A Preferred Stock held by LVPIII because the Series A Preferred Stock may not be converted to the extent that doing so would result in the holder of the Series A Preferred Stock (together with the holder’s affiliates and any other persons acting as a group together with the holder or any of the holder’s affiliates) beneficially owning more than 19.99% of the shares of Common Stock then outstanding; (ii) 59,085,000 shares of Common Stock issuable upon the exercise of Series A warrants held by LVPIII because the warrants may not be exercised to the extent that doing so would result in the holder of the warrants (together with the holder’s affiliates and any other persons acting as a group together with the holder or any of the holder’s affiliates) beneficially owning more than 9.99% of the shares of Common Stock then outstanding; and (iii) 19,498,050 shares of Common Stock issuable upon the exercise of Series B warrants held by LVPIII because the warrants may not be exercised to the extent that doing so would result in the holder of the warrants (together with the holder’s affiliates and any other persons acting as a group together with the holder or any of the holder’s affiliates) beneficially owning more than 9.99% of the shares of Common Stock then outstanding.
(3)
Based on 74,688,283 shares of Common Stock outstanding as of October 31, 2019 as reported in the Form 10-Q, as adjusted to reflect an additional 18,660,402 shares of Common Stock that would be outstanding following the conversion of certain shares of Series A Preferred Stock beneficially owned by LVPIII and reported in the rows above.
Item 1.
Security and Issuer.
This joint statement on Schedule 13D (this “Statement”) is filed with respect to the common stock, par value $0.001 per share (“Common Stock”), of Sierra Oncology, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 885 West Georgia Street, Suite 2150, Vancouver, BC V6C 3E8.
Item 2.
Identity and Background.
(a) This Statement is being filed by Longitude Venture Partners III, L.P. (“LVPIII”), Longitude Capital Partners III, LLC (“LCPIII”, and together with LVPIII, the “Reporting Entities”), Patrick G. Enright (“Enright”) and Juliet Tammenoms Bakker (“Tammenoms Bakker” and together with Enright, the “Managing Members”), the managing members of LCPIII and Joshua Richardson (“Richardson” and together with the Managing Members, the “Reporting Individuals”), a member of LCPIII and a member of the Issuer’s board of directors (the “Board”). The Reporting Entities and the Reporting Individuals are collectively referred to as the “Reporting Persons.” The agreement among the Reporting Persons to file jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act is attached hereto as Exhibit 1. Each Reporting Person disclaims beneficial ownership of all securities reported in this Statement except to the extent of such Reporting Person’s pecuniary interest therein, other than those securities reported herein as being held directly by such Reporting Person.
(b) The address of the principal offices of each Reporting Entity and the business address of each Reporting Individual is 2740 Sand Hill Road, Second Floor, Menlo Park, California 94025.
(c) Each Reporting Entity is a venture capital investment entity. Each Reporting Individual is engaged through venture capital investment entities in acquiring, holding and disposing of interests in various companies for investment purposes. The Reporting Individuals are members of LCPIII and the Managing Members are managing members of LCPIII, the general partner of LVPIII. In addition, Richardson was appointed as a member of the Board in November 2019.
(d) During the past five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons are, nor during the last five years have been, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) LCPIII is a limited liability company organized under the laws of the State of Delaware. LVPIII is a limited partnership organized under the laws of the State of Delaware. Each of the Reporting Individuals is a citizen of the United States of America.
Item 3.
Source and Amount of Funds or Other Consideration.
On November 13, 2019, the Issuer closed its underwritten public offering of 103,000 shares of its Series A convertible voting preferred stock (“Series A Preferred Stock”), Series A warrants to purchase up to an aggregate of 312,090,000 shares of Common Stock at an exercise price equal to $0.33 (“Series A Warrants”) and Series B warrants to purchase up to an aggregate of 102,989,700 shares of Common Stock at an exercise price equal to $0.33 (“Series B Warrants”) (such offering, the “Offering”), pursuant to the Issuer’s Prospectus Supplement (SEC File No. 333-225650) filed with the Commission on November 7, 2019 pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the “Registration Statement”). Each share of Series A Preferred Stock sold in the Offering was accompanied by (i) 3,030 Series A Warrants to purchase 3,030 shares of Common Stock, and (ii) 3,030 Series B Warrants to purchase 1,000 shares of Common Stock. Each share of Series A Preferred Stock and the accompanying warrants were sold at a combined purchase price of $1,000.
In the Offering, LVPIII purchased 19,500 shares of the Issuer’s Series A Preferred Stock, 59,085,000 Series A Warrants to purchase up to an aggregate of 59,085,000 shares of Common Stock at an exercise price equal to $0.33, and Series B Warrants to purchase up to an aggregate of 19,498,050 shares of Common Stock at an exercise price equal to $0.33 for an aggregate purchase price of $19,500,000.
Each Series A Warrant issued in the Offering has an exercise price equal to $0.33 and becomes exercisable for one share of Common Stock beginning on the first trading day following stockholder approval of an increase in the Issuer’s authorized Common Stock and will expire five years following the date it initially became exercisable. At each holder’s election, the holder will be prohibited, subject to certain exceptions, from exercising Series A Warrants for shares of Common Stock to the extent that immediately prior to or after giving effect to such exercise, the holder, together with its affiliates and other attribution parties, would own more than 9.99% 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. The Series A Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to the Issuer a duly executed exercise notice accompanied by payment in full for the number of shares of Common Stock purchased upon such exercise.
Each Series B Warrant issued in the Offering has an exercise price equal to $0.33 and will be exercisable for 0.33 shares of Common Stock beginning on the first trading day following stockholder approval of an increase in the Issuer’s authorized Common Stock and will expire on the 75th day anniversary of the Issuer’s announcement of top-line data from the Issuer’s planned Phase 3 clinical trial of momelotinib for patients with myelofibrosis. At each holder’s election, the holder will be prohibited, subject to certain exceptions, from exercising Series B Warrants for shares of Common Stock to the extent that immediately prior to or after giving effect to such exercise, the holder, together with its affiliates and other attribution parties, would own more than 9.99% 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 share of Series A Preferred Stock purchased in the Offering is initially convertible into that number of shares of the Issuer’s Common Stock equal to the purchase price of the Series A Preferred Stock divided by the Conversion Price, which is equal to $0.33. The Series A Preferred Stock will automatically convert into shares of the Issuer’s Common Stock upon the 5th trading date following the announcement of stockholder approval for a reverse stock split, provided that, the Issuer will not effect any conversion, and the holder will not have the right to convert, subject to certain exceptions, the Series A Preferred Stock for shares of the Issuer’s Common Stock if, as a result of such conversion, the holder, together with its affiliates and other attribution parties, would own more than 9.99% of the total number of shares of the Issuer’s 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, provided further that such limitation on conversion will automatically be adjusted to 19.99% with respect to any holder during the period that any employee, manager, partner, managing director or affiliate of such holder is then serving on the Board.
In connection with the Offering, Richardson was appointed to the Board, resulting in LVPIII’s limitation on conversion of the Series A Preferred Stock being automatically adjusted upward from 9.99% to 19.99%.
All shares of the capital stock of the Issuer purchased by LVPIII have been purchased using investment funds provided to LVPIII by its limited partner and general partner investors. Unless noted above, no part of the purchase price was borrowed by any Reporting Person for the purpose of acquiring any securities discussed in this Item 3.
Item 4.
Purpose of Transaction.
The information set forth in Item 3 of this Statement is incorporated herein by reference. The Reporting Persons hold the securities of the Issuer for general investment purposes. The Reporting Persons may, from time to time, depending on prevailing market, economic and other conditions, acquire additional shares of Common Stock or other securities of the Issuer, dispose of any such securities, or engage in discussions with the Issuer concerning such acquisitions or dispositions or further investments in the Issuer. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and, depending upon the price and availability of shares of Common Stock or other securities of the Issuer, subsequent developments affecting the Issuer, the Issuer’s business and prospects, other investment and business opportunities available to the Reporting Persons, general stock market and economic conditions, tax considerations and other factors considered relevant, may decide at any time to increase or to decrease the size of their investment in the Issuer in the open market, in privately negotiated transactions, pursuant to 10b5-1 trading plans or otherwise.
Richardson is a member of the Board. In addition, Richardson, in his capacity as a director may be entitled to receive cash compensation and equity compensation, including stock option or other equity awards, pursuant to the Issuer’s nonemployee director compensation policy, in effect from time to time.
Except as set forth above, the Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5.
Interest in Securities of the Issuer.
(a) and (b) See Items 7-11 of the cover pages of this Statement and Item 2 above.
(c) Except as reported in this Statement, none of the Reporting Persons has effected any transactions in the Issuer’s securities within the past 60 days.
(d) Under certain circumstances set forth in the limited partnership agreement of LVPIII, the general partner and limited partners of LVPIII may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by such entity of which they are a partner.
(e) Not applicable.
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
The information set forth in Items 3 and 4 of this Statement is incorporated herein by reference.
In connection with the Offering and pursuant to the Registration Statement, LVPIII acquired Series A Warrants and Series B Warrants. The terms and provisions of the Series A Warrant and the Series B Warrant are described more fully in the Issuer’s current report on Form 8-K (File No. 333-234174), and the above summary is qualified by reference to such description and the full text of the Series A Warrant and the Series B Warrant, which are filed as Exhibit 2 and Exhibit 3, respectively to this Statement and are incorporated herein by reference.
The Issuer has entered into an indemnification agreement with each of its directors and executive officers, including Richardson. The indemnification agreement requires the Issuer, among other things, to indemnify Richardson for some expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by Richardson in any action or proceeding arising out of his service as a director. The terms and provisions of the indemnification agreement are described more fully in the Registration Statement, and the above summary is qualified by reference to such description and the full text of the indemnification agreement, a form of which is filed as Exhibit 4 to this Statement and is incorporated herein by reference.
Richardson, in his capacity as a director may be entitled to receive cash compensation and equity compensation, including stock option or other equity awards, pursuant to the Issuer’s nonemployee director compensation policy, in effect from time to time.
Item 7.
Material to be Filed as Exhibits.
Exhibit 1:
Joint Filing Agreement, dated November 25, 2019, by and among the Reporting Persons (filed herewith).
Exhibit 2:
Form Series A Warrant to Purchase Common Stock (filed as Exhibit 4.1 to the Issuer’s current report on Form 8-K as filed with the Commission on November 7, 2019 (SEC File No. 333-225650) and incorporated herein by reference).
Exhibit 3:
Form Series B Warrant to Purchase Common Stock (filed as Exhibit 4.2 to the Issuer’s current report on Form 8-K as filed with the Commission on November 7, 2019 (SEC File No. 333-225650) and incorporated herein by reference).
Exhibit 4:
Form of Indemnification Agreement by and between the Issuer and its directors and officers (filed as Exhibit 10.1 to the Issuer’s Registration Statement on Form S-1 as filed with the Commission on June 12, 2015 (SEC File No. 333-204921) and incorporated herein by reference).
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.
Dated: November 25, 2019
LONGITUDE VENTURE PARTNERS III, L.P.
By:
LONGITUDE CAPITAL PARTNERS III, LLC
Its:
General Partner
By:
/s/ Patrick G. Enright
Patrick G. Enright, Managing Member
LONGITUDE CAPITAL PARTNERS III, LLC
By:
/s/ Patrick G. Enright
Patrick G. Enright, Managing Member
/s/ Patrick G. Enright
Patrick G. Enright
/s/ Juliet Tammenoms Bakker
Juliet Tammenoms Bakker
/s/ Joshua Richardson
Joshua Richardson
Exhibit 1
JOINT FILING AGREEMENT
The undersigned hereby agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned, and any amendments thereto executed by the undersigned shall be filed on behalf of each of the undersigned without the necessity of filing any additional joint filing agreement. The undersigned acknowledge that each is responsible for the timely filing of such statement on Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness or accuracy of the information concerning the others of the undersigned, except to the extent that it knows or has reason to believe that such information is inaccurate or incomplete. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Dated: November 25, 2019
LONGITUDE VENTURE PARTNERS III, L.P.
By:
LONGITUDE CAPITAL PARTNERS III, LLC
Its:
General Partner
By:
/s/ Patrick G. Enright
Patrick G. Enright, Managing Member
LONGITUDE CAPITAL PARTNERS III, LLC
By:
/s/ Patrick G. Enright
Patrick G. Enright, Managing Member
/s/ Patrick G. Enright
Patrick G. Enright
/s/ Juliet Tammenoms Bakker
Juliet Tammenoms Bakker
/s/ Joshua Richardson
Joshua Richardson
SC 13G
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Sierra Oncology, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
82640U107
(CUSIP Number)
November 13, 2019
(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. 82640U107
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
12,989,610 (1)
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
12,989,610 (1)
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,989,610 (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)
3.4% (2)
12
TYPE OF REPORTING PERSON (See Instructions)
OO
(1)
The number includes 12,989,610 shares of common stock, par value $0.01 per share (the “Common Stock”) of Sierra Oncology, Inc. (the “Issuer”), issuable upon the conversion of 4,287 share of Series A convertible voting preferred stock of the Issuer (“Series A Preferred Stock”), convertible within 60 days of November 13, 2019 (the “Reporting Date”), with each share of Series A Preferred Stock representing the right to convert into 3,030 shares of Common Stock; provided that the Series A Preferred Stock holder is prohibited from converting the Series A Preferred Stock, if after giving effect to such conversion, the Series A Preferred Stock holder, along with its affiliates, would beneficially own in excess of 9.99% of the Issuer’s outstanding shares of Common Stock, provided further that such limitation on conversion will automatically be adjusted to 19.99% with respect to any Series A Preferred Stock holder during the period that any employee, manager, partner, managing director or affiliate of such holder is then serving on the Issuer’s board of directors. The number excludes: (i) 12,989,610 shares of Common Stock issuable upon the exercise of 12,989,610 Series A warrants, and (ii) 4,286,571 shares of Common Stock issuable upon the exercise of 12,989,610 Series B warrants. The exercise of both Series A and Series B warrants are subject to a beneficial ownership limitation of 9.99% of the Issuer’s outstanding shares of Common Stock. The shares of Series A Preferred Stock, the Series A warrants and the Series B warrants 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.
(2)
Based on 386,778,283 shares of Common Stock of the Issuer outstanding (assuming the conversion of shares of Series A Preferred Stock issued in the underwitten offering to Common Stock), as disclosed in the prospectus supplement filed by the Issuer on November 7, 2019 with the Securities and Exchange Commission (“SEC”) pursuant to Rule 424(b)(5), which forms part of the Issuer’s Registration Statement on Form S-3 (File No. 333-225650).
2
CUSIP No. 82640U107
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
58,215,390 (1)
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
58,215,390 (1)
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,215,390 (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)
15.1% (2)
12
TYPE OF REPORTING PERSON (See Instructions)
OO
(1)
The number includes 58,215,390 shares of Common Stock of the Issuer, issuable upon the conversion of 19,213 share of Series A Preferred Stock, convertible within 60 days of the Reporting Date, with each share of Series A Preferred Stock representing the right to convert into 3,030 shares of Common Stock; provided that the Series A Preferred Stock holder is prohibited from converting the Series A Preferred Stock, if after giving effect to such conversion, the Series A Preferred Stock holder, along with its affiliates, would beneficially own in excess of 9.99% of the Issuer’s outstanding shares of Common Stock, provided further that such limitation on conversion will automatically be adjusted to 19.99% with respect to any Series A Preferred Stock holder during the period that any employee, manager, partner, managing director or affiliate of such holder is then serving on the Issuer’s board of directors. The number excludes: (i) 58,215,390 shares of Common Stock issuable upon the exercise of 58,215,390 Series A warrants, and (ii) 19,211,079 shares of Common Stock issuable upon the exercise of 58,215,390 Series B warrants. The exercise of both Series A and Series B warrants are subject to a beneficial ownership limitation of 9.99% of the Issuer’s outstanding shares of Common Stock. The shares of Series A Preferred Stock, the Series A warrants and the Series B warrants are held of record by Vivo Opportunity Fund, L.P. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund, L.P.
(2)
Based on 386,778,283 shares of Common Stock of the Issuer outstanding (assuming the conversion of shares of Series A Preferred Stock issued in the underwitten offering to Common Stock), as disclosed in the prospectus supplement filed by the Issuer on November 7, 2019 with the SEC pursuant to Rule 424(b)(5), which forms part of the Issuer’s Registration Statement on Form S-3 (File No. 333-225650).
3
CUSIP No. 82640U107
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
5,468,270 (1)
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
5,468,270 (1)
8
SHARED DISPOSITIVE POWER
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,468,270 (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)
1.4% (2)
12
TYPE OF REPORTING PERSON (See Instructions)
OO
(1)
The number includes (i) 2,438,270 shares of Common Stock of the Issuer, and (ii) 3,030,000 shares of Common Stock of the Issuer, issuable upon the conversion of 1,000 share of Series A Preferred Stock, convertible within 60 days of the Reporting Date, with each share of Series A Preferred Stock representing the right to convert into 3,033 shares of Common Stock; provided that the Series A Preferred Stock holder is prohibited from converting the Series A Preferred Stock, if after giving effect to such conversion, the Series A Preferred Stock holder, along with its affiliates, would beneficially own in excess of 9.99% of the Issuer’s outstanding shares of Common Stock, provided further that such limitation on conversion will automatically be adjusted to 19.99% with respect to any Series A Preferred Stock holder during the period that any employee, manager, partner, managing director or affiliate of such holder is then serving on the Issuer’s board of directors. The number excludes: (i) 3,030,000 shares of Common Stock issuable upon the exercise of 3,030,000 Series A warrants, and (ii) 999,900 shares of Common Stock issuable upon the exercise of 3,030,000 Series B warrants. The exercise of both Series A and Series B warrants are subject to a beneficial ownership limitation of 9.99% of the Issuer’s outstanding shares of Common Stock. The shares of Series A Preferred Stock, the Series A warrants and the Series B warrants 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.
(2)
Based on 386,778,283 shares of Common Stock of the Issuer outstanding (assuming the conversion of shares of Series A Preferred Stock issued in the underwitten offering to Common Stock), as disclosed in the prospectus supplement filed by the Issuer on November 7, 2019 with the SEC pursuant to Rule 424(b)(5), which forms part of the Issuer’s Registration Statement on Form S-3 (File No. 333-225650).
4
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 Schedule 13G is filed jointly by Vivo Capital IX, LLC, Vivo Opportunity, LLC and Vivo Ventures VII, LLC. Vivo Capital IX, LLC, Vivo Opportunity, LLC and Vivo Ventures VII, LLC have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.
(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:
82640U107
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.
5
Item 4.
Ownership.
(a)
Amount beneficially owned:
(1) Vivo Capital IX, LLC
The 12,989,610 shares of Common Stock, issuable upon the conversion of 4,287 share of Series A Preferred 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, Albert Cha, Shan Fu, Edgar Engleman 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 58,215,390 shares of Common Stock, issuable upon the conversion of 19,213 share of Series A Preferred 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 (i) 2,438,270 shares of Common Stock, and (ii) 3,030,000 shares of Common Stock, issuable upon the conversion of 1,000 share of Series A Preferred Stoc, 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, Albert Cha, Edgar Engleman, Chen Yu and Shan Fu, 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: 3.4%
Vivo Opportunity, LLC: 15.1%
Vivo Ventures VII, LLC: 1.4%
(c)
Number of shares as to which such person has:
(i)
Sole power to vote or to direct the vote:
Vivo Capital IX, LLC: 12,989,610 shares
Vivo Opportunity, LLC: 58,215,390 shares
Vivo Ventures VII, LLC: 5,468,270 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: 12,989,610 shares
Vivo Opportunity, LLC: 58,215,390 shares
Vivo Ventures VII, LLC: 5,468,270 shares
(iv)
Shared power to dispose of or to direct the disposition of: 0
6
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.
7
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
November 25, 2019
(Date)
/s/ Albert Cha
(Signature)
Managing Member
(Title)
Vivo Opportunity, LLC
November 25, 2019
(Date)
/s/ Albert Cha
(Signature)
Managing Member
(Title)
Vivo Ventures VII, LLC
November 25, 2019
(Date)
/s/ Albert Cha
(Signature)
Managing Member
(Title)
8
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, $0.001 par value, of Sierra Oncology, Inc., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing.
Vivo Capital IX, LLC
November 25, 2019
(Date)
/s/ Albert Cha
(Signature)
Managing Member
(Title)
Vivo Opportunity, LLC
November 25, 2019
(Date)
/s/ Albert Cha
(Signature)
Managing Member
(Title)
Vivo Ventures VII, LLC
November 25, 2019
(Date)
/s/ Albert Cha
(Signature)
Managing Member
(Title)
News 
Market Data 
Discover 
