SEC Form 4: Klencke Barbara returned $825,000 worth of shares to the company (15,000 units at $55.00), closing all direct ownership in the company
$SRRA
Biotechnology: Pharmaceutical Preparations
Health Care
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Sierra Oncology, Inc. [ SRRA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/01/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 07/01/2022 | D | 10,000 | D | $55 | 0 | D | |||
| Common Stock | 07/01/2022 | D | 5,000 | D | $55 | 0 | I | By spouse | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Stock Option (right to buy | $268.2 | 07/01/2022 | D | 11,744 | (1) | 06/10/2025 | Common Stock | 11,744 | $0.00(2) | 0 | D | ||||
| Stock Option (right to buy) | $263.2 | 07/01/2022 | D | 2,061 | (3) | 03/08/2016 | Common Stock | 2,061 | $0.00(2) | 0 | D | ||||
| Stock Option (right to buy) | $72.8 | 07/01/2022 | D | 11,399 | (4) | 09/30/2026 | Common Stock | 11,399 | $0.00(2) | 0 | D | ||||
| Stock Option (right to buy) | $58 | 07/01/2022 | D | 1,749 | (5) | 03/06/2027 | Common Stock | 1,749 | $0.00(2) | 0 | D | ||||
| Stock Option (right to buy) | $94.4 | 07/01/2022 | D | 4,508 | (6) | 03/06/2028 | Common Stock | 4,508 | $0.00(2) | 0 | D | ||||
| Stock Option (right to buy) | $78.4 | 07/01/2022 | D | 4,999 | (7) | 03/04/2029 | Common Stock | 4,999 | $0.00(2) | 0 | D | ||||
| Stock Option (right to buy) | $13.31 | 07/01/2022 | D | 167,091 | (8) | 02/25/2030 | Common Stock | 167,091 | $0.00(9) | 0 | D | ||||
| Stock Option (right to buy) | $12.15 | 07/01/2022 | D | 49,000 | (10) | 08/12/2030 | Common Stock | 49,000 | $0.00(9) | 0 | D | ||||
| Stock Option (right to buy) | $16.73 | 07/01/2022 | D | 30,000 | (11) | 03/15/2031 | Common Stock | 30,000 | $0.00(9) | 0 | D | ||||
| Stock Option (right to buy) | $31.54 | 07/01/2022 | D | 50,000 | (12) | 03/14/2032 | Common Stock | 50,000 | $0.00(9) | 0 | D | ||||
| Explanation of Responses: |
| 1. The option fully vested on June 11, 2019. |
| 2. 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. |
| 3. The option fully vested on January 1, 2020. |
| 4. The option fully vested on September 30, 2019. |
| 5. The option fully vested on January 1, 2021. |
| 6. The option fully vested on January 1, 2022. |
| 7. The option vested as to 25% of the total shares on January 1, 2020, and then 2.0833% of the total shares vest monthly thereafter, with 100% of the total shares vested on January 1, 2023, subject to the reporting person's provision of service to the issuer on each vesting date. |
| 8. The option vested as to 25% of the total shares on February 25, 2021, and then 2.0833% of the total shares vest monthly thereafter, with 100% of the total shares vested on February 25, 2024, subject to the Reporting Person's provision of service to the Issuer on each vesting date. |
| 9. Pursuant to the terms of the merger agreement between issuer, 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. |
| 10. On August 12, 2020, the Reporting Person was granted an option to purchase 49,000 shares of common stock. The option vests based on the satisfaction by Issuer of certain performance criteria. |
| 11. The option vested as to 25% of the total shares subject to the option on March 15, 2022, and then 2.0833% of the shares subject to the option vest monthly thereafter, with 100% of the total shares subject to the option vested on March 15, 2025, subject to Reporting Person's provision of service to the Issuer on each vesting date. |
| 12. The option vests as to 25% of the total shares subject to the option on March 14, 2023, and then 2.0833% of the shares subject to the option vest monthly thereafter, with 100% of the total shares subject to the option vested on March 14, 2026, subject to Reporting Person's provision of service to the Issuer on each vesting date. |
| Remarks: |
| /s/ Mary Christina Thomson, Attorney-In-Fact for Barbara Klencke | 07/01/2022 | |
| ** 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. | ||