SEC Form SC 13D/A filed by Sierra Oncology Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Sierra Oncology, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

82640U404

(CUSIP Number)

John Heard

Abingworth LLP

Princes House

38 Jermyn Street

London, England SW1Y 6DN

+44 20 7534 1500

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

March 10, 2022

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

*As of the date hereof, Abingworth LLP (“Abingworth”) may be deemed to beneficially own an aggregate of 2,193,626 shares of common stock, par value $0.001 per share (the “Common Stock”), of Sierra Oncology, Inc. (the “Issuer”) consisting of (i) 1,314,127 shares of Common Stock held directly by Abingworth Bioventures VII, LP (“ABV VII”), (ii) 8,374 shares of Common Stock issuable upon the exercise of stock options issued to Dr. Andrew Sinclair and (iii) an aggregate of 871,125 shares of Common Stock issuable upon the exercise of Series A Warrants (the “Series A Warrants”) held by ABV VII. Dr. Andrew Sinclair, a Partner of Abingworth, was granted options, as director’s compensation, with respect to 14,374 shares of Common Stock, of which 8,374 shares of Common Stock are exercisable within sixty (60) days of the date hereof (the “Options”). Under an agreement between Dr. Sinclair and Abingworth, Dr. Sinclair is deemed to hold the Options and any shares of Common Stock issuable upon the exercise of the Options for the benefit of ABV VII, and must exercise the Options solely upon the direction of Abingworth. As a result of the foregoing, Abingworth, as the investment manager of ABV VII, may be deemed to beneficially own (i) the 1,314,127 shares of Common Stock, (ii) the 8,374 shares of Common Stock issuable upon the exercise of the Options and (iii) the 871,125 shares of Common Stock underlying the Series A Warrants. Thus, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Abingworth may be deemed to beneficially own 8.9% of the shares of Common Stock of the Issuer deemed issued and outstanding as of the date hereof.

The foregoing beneficial ownership percentage is based upon 23,665,100 shares of Common Stock outstanding as of March 7, 2022, based on information reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 10, 2022.

*As of the date hereof, Abingworth Bioventures VII, LP (“ABV VII”) may be deemed to beneficially own an aggregate of 2,193,626 shares of common stock, par value $0.001 per share (the “Common Stock”), of Sierra Oncology, Inc. (the “Issuer”) consisting of (i) 1,314,127 shares of Common Stock held directly by ABV VII, (ii) 8,374 shares of Common Stock issuable upon the exercise of stock options issued to Dr. Sinclair and (iii) an aggregate of 871,125 shares of Common Stock issuable upon the exercise of Series A Warrants (the “Series A Warrants”) held by ABV VII. Dr. Andrew Sinclair, a Partner of Abingworth, was granted options, as director’s compensation, with respect to 14,374 shares of Common Stock, of which 8,374 shares of Common Stock are exercisable within sixty (60) days of the date hereof (the “Options”). Under an agreement between Dr. Sinclair and Abingworth LLP (“Abingworth”), Dr. Sinclair is deemed to hold the Options and any shares of Common Stock issuable upon the exercise of the Options for the benefit of ABV VII, and must exercise the Options solely upon the direction of Abingworth. As a result of the foregoing, ABV VII, may be deemed to beneficially own (i) the 1,314,127 shares of Common Stock, (ii) the 8,374 shares of Common Stock issuable upon the exercise of the Options and (iii) the 871,125 shares of Common Stock underlying the Series A Warrants. Thus, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, ABV VII may be deemed to beneficially own 8.9% of the shares of Common Stock of the Issuer deemed issued and outstanding as of the date hereof.

The foregoing beneficial ownership percentage is based upon 23,665,100 shares of Common Stock outstanding as of March 7, 2022, based on information reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 10, 2022.

Explanatory Note

This Amendment No. 3 (this “Amendment”) amends and supplements the Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on February 10, 2020, Amendment No. 1 thereto filed with the Securities and Exchange Commission on November 5, 2021 and Amendment No. 2 thereto filed with the Securities and Exchange Commission on February 10, 2022 (collectively, the “Schedule 13D”). Except as specifically provided herein, this Amendment does not modify or amend any of the information previously reported in the Schedule 13D. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Item 5.               Interest in Securities of the Issuer

Item 5 of the Schedule 13D is amended and supplemented, as the case may be, as follows:

As of the date hereof, Abingworth may be deemed to beneficially own an aggregate of 2,193,626 shares of Common Stock of the Issuer consisting of (i) 1,314,127 shares of Common Stock held by ABV VII, (ii) 8,374 shares of Common Stock issuable upon the exercise of the Options issued to Dr. Andrew Sinclair and (iii) an aggregate of 871,125 shares of Common Stock issuable upon the exercise of the Series A Warrants held by ABV VII. Dr. Sinclair is a Partner of Abingworth. Under an agreement between Dr. Sinclair and Abingworth, Dr. Sinclair is deemed to hold the Options and any shares of Common Stock issuable upon the exercise of the Options for the benefit of ABV VII, and must exercise the Options solely upon the direction of Abingworth.

As a result of the foregoing, Abingworth, as the investment manager of ABV VII, may be deemed to beneficially own (i) the 1,314,127 shares of Common Stock held by ABV VII, (ii) the 8,374 shares of Common Stock issuable upon exercise of the Options issued to Dr. Andrew Sinclair and (iii) the 871,125 shares of Common Stock underlying the Series A Warrants held by ABV VII. Thus, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Abingworth may be deemed to beneficially own 8.9% of the shares of Common Stock of the Issuer deemed issued and outstanding as of the date hereof.

The foregoing beneficial ownership percentage is based upon 23,665,100 shares of Common Stock outstanding as of March 7, 2022, based on information reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 10, 2022.

Except as described herein, since the last Schedule 13D filed on February 10, 2022, there were no other purchases or sales of shares of Common Stock, or securities convertible into or exchangeable for shares of Common Stock, by the Reporting Persons or any person or entity for which the Reporting Persons possess voting or dispositive control over the securities thereof. 

Item 7.               Material to be Filed as Exhibits

The following exhibit is incorporated into this Schedule 13D:

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: March 21, 2022

ABINGWORTH BIOVENTURES VII, LP

By: Abingworth LLP, its Manager

By: /s/ John Heard                          

Name: John Heard

Title: Authorized Signatory

ABINGWORTH LLP

By: /s/ John Heard                           

Name: John Heard

Title: Authorized Signatory

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).