SEC Form 4 · accession 0001209191-15-061939

Sierra Oncology, Inc. · SRRA

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

Reporting owner

Alvin Vitangcol

Director

Period of report

Jul 21, 2015

Accepted (ET)

Jul 21, 2015 · 7:05 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	471,242	—	A	471,242	I	By Capital Midwest Fund II, L.P.
Common Stock^F3,F2	Jul 21, 2015	C	287,631	—	A	758,873	I	By Capital Midwest Fund II, L.P.
Common Stock^F2	Jul 21, 2015	J	39,889	$5.215	A	798,762	I	By Capital Midwest Fund II, L.P.

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series C Preferred Stock Warrant (right to buy)^F6,F2,F5	—	Jul 21, 2015	X	126,558	D	—	—	Series C Preferred Stock	126,558	0	I
Series C Preferred Stock^F1,F2	—	Jul 21, 2015	X	126,558	A	—	—	Common Stock	126,558	510,066	I
Series C Preferred Stock^F7,F1,F2	—	Jul 21, 2015	F	38,824	D	—	—	Common Stock	38,824	471,242	I
Series C Preferred Stock^F1,F2	—	Jul 21, 2015	C	471,242	D	—	—	Common Stock	471,242	0	I
Series D Preferred Stock^F3,F2	—	Jul 21, 2015	C	287,631	D	—	—	Common Stock	287,631	0	I

Explanation of responses

F1Each 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 firm commitment initial public offering ("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.
F2The reporting person is a managing member of Capital Midwest Advisors II, LLC, which is the general partner of Capital Midwest Fund II, L.P. ("CMF II"), the record holder of the securities, and may be deemed to share voting and dispositive power over the securities held by CMF II. 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.
F3Each 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 firm commitment IPO pursuant to the Registration Statement, and had no expiration date.
F4Represents shares of Common Stock issued in payment of cumulative accrued dividends.
F5The 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.
F6The 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.
F7Represents the number of shares that were withheld by the issuer in satisfaction of the exercise price of the warrant and does not represent a sale of securities by the reporting person.