Form 4 Sierra Oncology, Inc. For: Jan 26 Filed by: VIVO VENTURES VII, LLC

January 28, 2022 8:13 PM EST

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FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Vivo Opportunity, LLC

(Last) (First) (Middle)
192 LYTTON AVENUE

(Street)
PALO ALTO, CA 94301

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Sierra Oncology, Inc. [ SRRA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/26/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/26/2022   X   24,996 (1) A $ 13.2 (1) 161,712 I By: Vivo Ventures Fund VII, L.P. and Vivo Ventures VII Affiliates Fund, L.P. (3)
Common Stock 01/26/2022   X   480,277 (1) A $ 13.2 (1) 1,935,853 I By: Vivo Opportunity Fund, L.P. (4)
Common Stock 01/26/2022   X   107,164 (1) A $ 13.2 (1) 431,947 I By: Vivo Capital Fund IX, L.P. (5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Warrant (Right to Purchase ) $ 13.2 (1) 01/26/2022   X     75,749 (1) 01/22/2020   (2) Common Stock 24,996 (1) $ 13.2 (1) 0 I By: Vivo Ventures Fund VII, L.P. and Vivo Ventures VII Affiliates Fund, L.P. (3)
Series B Warrant (Right to Purchase ) $ 13.2 (1) 01/26/2022   X     1,455,384 (1) 01/22/2020   (2) Common Stock 480,277 (1) $ 13.2 (1) 0 I By: Vivo Opportunity Fund, L.P. (4)
Series B Warrant (Right to Purchase ) $ 13.2 (1) 01/26/2022   X     324,740 (1) 01/22/2020   (2) Common Stock 107,164 (1) $ 13.2 (1) 0 I By: Vivo Capital Fund IX, L.P. (5)
Explanation of Responses:
1. On January 22, 2020, a 1-for-40 reverse split of the Issuer's Common Stock was effected. The number of Series B warrants being exercised, the number of shares of Common Stock issued upon exercise of the Series B Warrants and the exercise price of the Series B Warrants as disclosed hereof all reflect the 1-for-40 reverse split against the original numbers as disclosed in the Reporting Persons' Form 3, filed with the Securities and Exchange Commission on December 2, 2019. Each Series B Warrant is exercisable for 0.33 share of Common Stock.
2. The Series B Warrants will expire on the 75th day anniversary of the Issuer's announcement of the top-line data results from MOMENTUM. The Issuer announced such data on January 25, 2022.
3. Vivo Ventures VII, LLC is the general partner of each of Vivo Ventures Fund VII, L.P. and Vivo Ventures VII Affiliates Fund, L.P. ("Vivo Fund VII"), the record holder of the securities. Frank Kung, Edgar Engleman and Shan Fu are managing members of Vivo Ventures VII, LLC and may be deemed to share voting and dispositive power over the securities held by Vivo Fund VII. Each of these individuals 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.
4. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund, L.P., the record holder of the securities. Gaurav Aggarwal, Hongbo Lu, Kevin Dai, Frank Kung and Michael Chang are managing members of Vivo Opportunity, LLC and may be deemed to share voting and dispositive power over the securities held by Vivo Opportunity Fund, L.P. Each of these individuals disclaims beneficial ownership over such securities except to the extent of his or her 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.
5. Vivo Capital IX, LLC is the general partner of Vivo Capital Fund IX, L.P., the record holder of the securities. Frank Kung, Edgar Engleman, Shan Fu, Hongbo Lu, Mahendra Shah, Jack Nielsen and Michael Chang are managing members of Vivo Capital IX, LLC and may be deemed to share voting and dispositive power over the securities held by Vivo Capital Fund IX, L.P. Each of these individuals disclaims beneficial ownership over such securities except to the extent of his or her 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.
/s/ Gaurav Aggarwal, as a managing member of Vivo Opportunity, LLC 01/28/2022
** Signature of Reporting Person Date
/s/ Gaurav Aggarwal, as a managing member of Vivo Opportunity, LLC, the general partner of Vivo Opportunity Fund, L.P. 01/28/2022
** Signature of Reporting Person Date
/s/ Frank Kung, as a managing member of Vivo Capital IX, LLC 01/28/2022
** Signature of Reporting Person Date
/s/ Frank Kung, as a managing member of Vivo Capital IX, LLC, the general partner of Vivo Capital Fund IX, L.P 01/28/2022
** Signature of Reporting Person Date
/s/ Frank Kung, as a managing member of Vivo Ventures VII, LLC. 01/28/2022
** Signature of Reporting Person Date
/s/ Frank Kung, as a managing member of Vivo Ventures VII, LLC, the general partner of Vivo Ventures Fund VII, L.P. and Vivo Ventures VII Affiliates Fund, L.P. 01/28/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


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