Mona Ashiya - Jul 1, 2022 Form 4 Insider Report for Sierra Oncology, Inc. (SRRA)

Signature
/s/ Mona Ashiya; By: Mary Christina Thomson, Attorney-In-Fact
Stock symbol
SRRA
Transactions as of
Jul 1, 2022
Transactions value $
-$108,062,350
Form type
4
Date filed
7/1/2022, 04:46 PM
Previous filing
Jan 28, 2022
Next filing
Jan 3, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SRRA Common Stock Disposed to Issuer -$83.1M -1.51M -100% $55.00 0 Jul 1, 2022 See footnotes F1, F2
transaction SRRA Common Stock Disposed to Issuer -$12.5M -227K -100% $55.00 0 Jul 1, 2022 See footnotes F2, F3
transaction SRRA Common Stock Disposed to Issuer -$12.5M -227K -100% $55.00 0 Jul 1, 2022 See footnotes F2, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction SRRA Stock Option (right to buy) Disposed to Issuer $0 -1.5K -100% $0.00* 0 Jul 1, 2022 Common Stock 1.5K $13.87 Direct F5, F6, F7
transaction SRRA Stock Option (right to buy) Disposed to Issuer $0 -6.87K -100% $0.00* 0 Jul 1, 2022 Common Stock 6.87K $13.98 Direct F6, F7, F8
transaction SRRA Stock Option (right to buy) Disposed to Issuer $0 -6K -100% $0.00* 0 Jul 1, 2022 Common Stock 6K $18.11 Direct F6, F7, F9
transaction SRRA Series A Warrants Disposed to Issuer $0 -1.14M -100% $0.00* 0 Jul 1, 2022 Common Stock 1.14M $13.20 See footnotes F1, F2, F10
transaction SRRA Series A Warrants Disposed to Issuer $0 -170K -100% $0.00* 0 Jul 1, 2022 Common Stock 170K $13.20 See footnotes F2, F3, F10
transaction SRRA Series A Warrants Disposed to Issuer $0 -170K -100% $0.00* 0 Jul 1, 2022 Common Stock 170K $13.20 See footnotes F2, F4, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Mona Ashiya is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 These securities are held of record by OrbiMed Private Investments VII, LP ("OPI VII"). OrbiMed Capital GP VII LLC ("GP VII") is the general partner of OPI VII and OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of GP VII. The Reporting Person is an employee of OrbiMed Advisors. By virtue of such relationships, GP VII and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by OPI VII and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPI VII.
F2 Each of the Reporting Person, OrbiMed Advisors, GP VII, OrbiMed Genesis GP LLC ("Genesis GP"), and OrbiMed Capital LLC ("OrbiMed Capital") disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for purpose of Section 16 of the Exchange Act, or for any other purpose.
F3 These securities are held of record by OrbiMed Genesis Master Fund, L.P. ("Genesis"). Genesis GP is the general partner of Genesis and OrbiMed Advisors is the managing member of Genesis GP. By virtue of such relationships, Genesis GP and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by Genesis and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by Genesis.
F4 These securities are held of record by OrbiMed Partners Master Fund Limited ("OPM"). OrbiMed Capital is the investment advisor to OPM. OrbiMed Capital is a relying advisor of OrbiMed Advisors. OrbiMed Advisors and OrbiMed Capital exercise voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPM.
F5 The option fully vested on November 29, 2020.
F6 Pursuant to the terms of the merger agreement between issuer, GlaxoSmithKline plc ("GSK") and a subsidiary of GSK, this option was cancelled on the effective date of the merger in exchange for a cash payment equal to, on a per share basis, the offer price of $55.00 less the exercise price.
F7 Pursuant to an agreement with OrbiMed Advisors and GP VII, the Reporting Person is obligated to transfer any securities issued under any such stock options or other awards, or the economic benefit thereof, to OrbiMed Advisors and GP VII, which will in turn ensure that such securities or economic benefits are provided to OPI VII.
F8 The option fully vested on June 9, 2021.
F9 The option fully vested on June 8, 2022.
F10 Pursuant to the terms of the merger agreement between issuer, GSK and a subsidiary of GSK (the "Merger"), the Company's outstanding warrants will be treated in accordance with their respective terms. At the effective time of the Merger, (1) any of the Company's outstanding Series A warrants will be cancelled and represent only the right to receive an amount in cash, without interest, equal to the Black Scholes Value (as defined in the Series A Warrants) which is calculated under the terms of the Series A warrants to be $45.98 per share of our common stock subject to the Series A warrants.