SEC Form 4 · accession 0001562180-19-000147
Sienna Biopharmaceuticals, Inc. · SNNA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Timothy K. Andrews
Officer — General Counsel & Secretary
Period of report
Jan 1, 2019
Accepted (ET)
Jan 3, 2019 · 6:13 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001656328
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jan 1, 2019 | A | 45,000 | — | A | 99,653 | D | |
| Common StockF3 | holding | — | — | — | 15,000 | I | See Footnote | |
| Common StockF4 | holding | — | — | — | 10,000 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (Right to buy) | $2.32 | Jan 1, 2019 | A | 18,290 | A | Jan 1, 2019 | Jan 1, 2029 | Common Stock | 18,290 | 18,290 | D |
| Stock Options (Right to buy)F5 | $2.32 | Jan 1, 2019 | A | 22,500 | A | — | Jan 1, 2029 | Common Stock | 22,500 | 22,500 | D |
| Stock Options (Right to buy)F6 | $2.32 | Jan 1, 2019 | A | 22,500 | A | — | Jan 1, 2029 | Common Stock | 22,500 | 45,000 | D |
Explanation of responses
- F1Award of restricted stock units ("RSUs") granted under the Issuer's 2017 Incentive Award Plan. Each RSU entitles the Reporting Person to receive one share of Issuer common stock upon vesting. The award vests as to twenty-five percent (25%) of the total number of RSUs on July 1, 2019, twenty-five percent (25%) of the total number of RSUs on January 1, 2020, and the remaining fifty percent (50%) of the total number of RSUs on the second anniversary, in each case, subject to the Reporting Person's continued employment or service relationship with the Issuer through the applicable vesting date.
- F2Includes a total of 2,916 shares of the Issuer's common stock acquired pursuant to the Issuer's Employee Stock Purchase Plan.
- F3The shares are directly held by Steelhead Bioventures LLC, a limited liability company in which the Reporting Person holds a controlling interest.
- F4The shares are held directly by the Andrews Living Trust (the "Trust"), of which the Reporting Person serves as co-trustee. The Reporting Person and members of his immediate family are beneficiaries of the Trust. The Reporting Person disclaims beneficial ownership of the shares of the Issuer's common stock held by the Trust except to the extent of his pecuniary interest therein.
- F5Twenty percent (20%) of the shares subject to the option vest and become exercisable upon satisfaction of one performance-based milestone, forty percent (40%) of the shares vest and become exercisable upon satisfaction of a second performance-based milestone, and the remaining forty percent (40%) of the shares vest and become exercisable upon satisfaction of a third performance-based milestone, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date.
- F6Twenty-five percent (25%) of the shares subject to the option vest and become exercisable on July 1,2019, twenty-five percent (25%) of the shares vest and become exercisable on January 1, 2020, and the remaining shares vest and become exercisable in 12 successive, equal monthly installments thereafter, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date.