SEC Form 4 · accession 0001209191-15-061935

Sierra Oncology, Inc. · SRRA

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Donald R Parfet

Officer — Chairman of the Board · Director

Period of report

Jul 21, 2015

Accepted (ET)

Jul 21, 2015 · 7:02 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001290149

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Jul 21, 2015	C	345	—	A	589	I	By Apjohn Group, LLC
Common Stock^F3,F4	Jul 21, 2015	C	67,112	—	A	67,112	I	By Apjohn Ventures Annex Fund LP
Common Stock^F5,F4	Jul 21, 2015	C	59,225	—	A	126,337	I	By Apjohn Ventures Annex Fund LP
Common Stock^F6,F4	Jul 21, 2015	C	11,505	—	A	137,842	I	By Apjohn Ventures Annex Fund LP
Common Stock^F4	Jul 21, 2015	J	4,413	$5.215	A	142,255	I	By Apjohn Ventures Annex Fund LP
Common Stock^F1,F8	Jul 21, 2015	C	30,093	—	A	57,475	I	By Apjohn Ventures Fund, LP
Common Stock^F9,F8	Jul 21, 2015	C	170,538	—	A	228,013	I	By Apjohn Ventures Fund, LP
Common Stock^F3,F8	Jul 21, 2015	C	516,203	—	A	744,216	I	By Apjohn Ventures Fund, LP
Common Stock^F5,F8	Jul 21, 2015	C	24,277	—	A	768,493	I	By Apjohn Ventures Fund, LP
Common Stock^F8	Jul 21, 2015	J	1,552	$5.215	A	770,045	I	By Apjohn Ventures Fund, LP
Common Stock^F1	Jul 21, 2015	C	4,970	—	A	4,970	I	By wife
Common Stock^F9,F10	Jul 21, 2015	C	26,604	—	A	26,604	I	By Ann VanDeWater Parfet 2006 Revocable Trust, Dated May 5, 2006
Common Stock^F3,F10	Jul 21, 2015	C	121,242	—	A	147,846	I	By Ann VanDeWater Parfet 2006 Revocable Trust, Dated May 5, 2006
Common Stock^F5,F10	Jul 21, 2015	C	65,938	—	A	213,784	I	By Ann VanDeWater Parfet 2006 Revocable Trust, Dated May 5, 2006
Common Stock^F10	Jul 21, 2015	J	4,119	$5.215	A	217,903	I	By Ann VanDeWater Parfet 2006 Revocable Trust, Dated May 5, 2006
Common Stock^F1,F11	Jul 21, 2015	C	344	—	A	344	I	By Donald R. Parfet 2006 Trust, Dated May 1, 2006
Common Stock^F9,F11	Jul 21, 2015	C	211,036	—	A	211,380	I	By Donald R. Parfet 2006 Trust, Dated May 1, 2006
Common Stock^F3,F11	Jul 21, 2015	C	142,422	—	A	353,802	I	By Donald R. Parfet 2006 Trust, Dated May 1, 2006
Common Stock^F1,F12	Jul 21, 2015	C	51,830	—	A	51,830	I	By Palmero Group LLC
Common Stock^F5,F12	Jul 21, 2015	C	13,130	—	A	64,960	I	By Palmero Group LLC
Common Stock^F12	Jul 21, 2015	J	819	$5.215	A	65,779	I	By Palmero Group LLC
Common Stock	holding	—	—		—	69,848	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series A Preferred Stock^F1,F2	—	Jul 21, 2015	C	307	D	—	—	Common Stock	345	0	I
Series B-1 Preferred Stock^F3,F4	—	Jul 21, 2015	C	67,112	D	—	—	Common Stock	67,112	0	I
Series C Preferred Stock^F5,F4	—	Jul 21, 2015	C	59,225	D	—	—	Common Stock	59,225	0	I
Series D Preferred Stock^F6,F4	—	Jul 21, 2015	C	11,505	D	—	—	Common Stock	11,505	0	I
Series A Preferred Stock^F1,F8	—	Jul 21, 2015	C	26,728	D	—	—	Common Stock	30,093	0	I
Series B Preferred Stock^F9,F8	—	Jul 21, 2015	C	153,485	D	—	—	Common Stock	170,538	0	I
Series B-1 Preferred Stock Warrant (right to buy)^F14,F8,F13	—	Jul 21, 2015	X	265,536	D	—	—	Series B-1 Preferred Stock	265,536	0	I
Series B-1 Preferred Stock^F3,F8	—	Jul 21, 2015	X	265,536	A	—	—	Common Stock	265,536	553,162	I
Series B-1 Preferred Stock^F15,F3,F8	—	Jul 21, 2015	F	40,729	D	—	—	Common Stock	40,729	512,433	I
Series B-1 Preferred Stock Warrant (right to buy)^F14,F8,F13	—	Jul 21, 2015	X	6,711	D	—	—	Series B-1 Preferred Stock	6,711	0	I
Series B-1 Preferred Stock^F3,F8	—	Jul 21, 2015	X	6,711	A	—	—	Common Stock	6,711	519,144	I
Series B-1 Preferred Stock^F3,F8	—	Jul 21, 2015	F	2,941	D	—	—	Common Stock	2,941	516,203	I
Series B-1 Preferred Stock^F3,F8	—	Jul 21, 2015	C	516,203	D	—	—	Common Stock	516,203	0	I
Series C Preferred Stock Warrant (right to buy)^F14,F8,F13	—	Jul 21, 2015	X	719	D	—	—	Series C Preferred Stock	719	0	I
Series C Preferred Stock^F5,F8	—	Jul 21, 2015	X	719	A	—	—	Common Stock	719	24,498	I
Series C Preferred Stock^F5,F8	—	Jul 21, 2015	F	221	D	—	—	Common Stock	221	24,277	I
Series C Preferred Stock^F5,F8	—	Jul 21, 2015	C	24,277	D	—	—	Common Stock	24,277	0	I
Series A Preferred Stock^F1	—	Jul 21, 2015	C	4,415	D	—	—	Common Stock	4,970	0	I
Series B Preferred Stock^F9,F10	—	Jul 21, 2015	C	23,944	D	—	—	Common Stock	26,604	0	I
Series B-1 Preferred Stock^F3,F10	—	Jul 21, 2015	C	121,242	D	—	—	Common Stock	121,242	0	I
Series C Preferred Stock^F5,F10	—	Jul 21, 2015	C	65,938	D	—	—	Common Stock	65,938	0	I
Series A Preferred Stock^F1,F11	—	Jul 21, 2015	C	306	D	—	—	Common Stock	344	0	I
Series B Preferred Stock^F9,F11	—	Jul 21, 2015	C	189,933	D	—	—	Common Stock	211,036	0	I
Series B-1 Preferred Stock^F3,F11	—	Jul 21, 2015	C	142,422	D	—	—	Common Stock	142,422	0	I
Series A Preferred Stock^F1,F12	—	Jul 21, 2015	C	46,034	D	—	—	Common Stock	51,830	0	I
Series C Preferred Stock^F5,F12	—	Jul 21, 2015	C	13,130	D	—	—	Common Stock	13,130	0	I

Explanation of responses

F1Each share of the issuer's Series A Preferred Stock automatically converted into 1.12593 shares of the issuer's Common Stock on July 21, 2015 in connection with the closing of the issuer's sale of its Common Stock in its firm commitment initial public offering (the "IPO") pursuant to a registration statement on Form S-1 (File No. 333-204921) under the Securities Act of 1933, as amended (the "Registration Statement"), and had no expiration date.
F10The reporting person's wife is the trustee of the Ann VanDeWater Parfet 2006 Revocable Trust, Dated May 5, 2006. The reporting person disclaims beneficial ownership of such securities, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
F11The reporting person is the trustee of the Donald R. Parfet 2006 Trust, Dated May 1, 2006.
F12The reporting person is a managing member of Palmero Group LLC, and has sole voting and shared dispositive power over the shares held by Palmero Group LLC. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
F13The warrant is exercisable at any time at the holder's election on a one-for one basis and automatically terminates on the completion of the issuer's initial public offering if not earlier exercised.
F14The warrant has a net exercise provision under which the holder, in lieu of paying the exercise price in cash, can surrender the warrant and receive a net number of shares of preferred stock based on the fair market value of such stock at the time of exercise, after deducting the aggregate exercise price.
F15Represents the number of shares that were withheld by the issuer in satisfaction of the exercise price of the warrants listed in Table II and does not represent a sale of securities by the reporting person.
F2The reporting person is the managing member of Apjohn Group, LLC ("AG LLC"), and has sole voting and dispositive power over the shares held by Apjohn Group, LLC. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
F3Each share of the issuer's Series B-1 Preferred Stock automatically converted into 1 share of the issuer's Common Stock on July 21, 2015 in connection with the closing of the issuer's sale of its Common Stock in its IPO pursuant to the Registration Statement, and had no expiration date.
F4The reporting person is a managing member of Apjohn Ventures, LLC ("AV LLC"), which is the general partner of Apjohn Ventures Annex Fund LP ("AVAF"), the record holder of the securities, and may be deemed to share voting and dispositive power over the securities held by AVAF. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
F5Each share of the issuer's Series C Preferred Stock automatically converted into 1 share of the issuer's Common Stock on July 21, 2015 in connection with the closing of the issuer's sale of its Common Stock in its IPO pursuant to the Registration Statement, and had no expiration date.
F6Each share of the issuer's Series D Preferred Stock automatically converted into 1 share of the issuer's Common Stock on July 21, 2015 in connection with the closing of the issuer's sale of its Common Stock in its IPO pursuant to the Registration Statement, and had no expiration date.
F7Represents shares of Common Stock issued by the issuer in payment of cumulative accrued dividends.
F8The reporting person is a managing member of AV LLC, which is the general partner of Apjohn Ventures Fund, LP ("AVF"), the record holder of the securities, and may be deemed to share voting and dispositive power over the securities held by AVF. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
F9Each share of the issuer's Series B Preferred Stock automatically converted into 1.11111 shares of the issuer's Common Stock on July 21, 2015 in connection with the closing of the issuer's sale of its Common Stock in its IPO pursuant to the Registration Statement, and had no expiration date.