Filing Details
- Accession Number:
- 0001193125-18-042973
- Form Type:
- 13G Filing
- Publication Date:
- 2018-02-13 17:42:03
- Filed By:
- New Leaf Biopharma Opportunities I, L.p.
- Company:
- Sierra Oncology Inc. (NASDAQ:SRRA)
- Filing Date:
- 2018-02-14
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| New Leaf Biopharma Opportunities I | 2,798,224 | 2,798,224 | 2,798,224 | 2,798,224 | 2,798,224 | 5.4% |
| New Leaf BPO Associates I | 2,798,224 | 2,798,224 | 2,798,224 | 2,798,224 | 2,798,224 | 5.4% |
| New Leaf Venture Management III | 2,798,224 | 2,798,224 | 2,798,224 | 2,798,224 | 2,798,224 | 5.4% |
| Vijay Lathi | 2,798,224 | 5.4% | ||||
| Ronald Hunt | 2,798,224 | 5.4% | ||||
| Liam Ratcliffe | 2,798,224 | 5.4% |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2
(Amendment No. )
Sierra Oncology, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
82640U107
(CUSIP Number)
December 31, 2017
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| (1) | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in 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).
| CUSIP No. 82640U107 | 13G | Page 2 of 11 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
New Leaf Biopharma Opportunities I, L.P. (Biopharma I) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
2,798,224 shares; except that (i) New Leaf BPO Associates I, L.P. (BPO Associates), the sole general partner of Biopharma I, may be deemed to have sole power to vote such shares; (ii) New Leaf Venture Management III, L.L.C. (NLV Management), the sole general partner of BPO Associates and ultimate general partner of Biopharma I, may be deemed to have sole power to vote such shares; and (iii) each of Ronald Hunt (Hunt), Vijay Lathi (Lathi) and Liam Ratcliffe (Ratcliffe), the managers of NLV Management, may be deemed to have shared power to vote such shares. | ||||
| 6 | SHARED VOTING POWER
See response to row 5. | |||||
| 7 | SOLE DISPOSITIVE POWER
2,798,224 shares; except that (i) BPO Associates, the sole general partner of Biopharma I, may be deemed to have sole power to dispose of such shares; (ii) NLV Management, the sole general partner of BPO Associates and ultimate general partner of Biopharma I, may be deemed to have sole power to dispose of such shares; and (iii) each of Hunt, Lathi and Ratcliffe, the managers of NLV Management, may be deemed to have shared power to dispose of such shares. | |||||
| 8 | SHARED DISPOSITIVE POWER
See response to row 7. | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,798,224 shares | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| CUSIP No. 82640U107 | 13G | Page 3 of 11 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
New Leaf BPO Associates I, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
2,798,224 shares, all of which are owned by BioPharma I; except that (i) BPO Associates, the sole general partner of Biopharma I, may be deemed to have sole power to vote such shares; (ii) NLV Management, the sole general partner of BPO Associates and ultimate general partner of Biopharma I, may be deemed to have sole power to vote such shares; and (iii) each of Hunt, Lathi and Ratcliffe, the managers of NLV Management, may be deemed to have shared power to vote such shares. | ||||
| 6 | SHARED VOTING POWER
See response to row 5. | |||||
| 7 | SOLE DISPOSITIVE POWER
2,798,224 shares, all of which are owned by BioPharma I; except that (i) BPO Associates, the sole general partner of Biopharma I, may be deemed to have sole power to dispose of such shares; (ii) NLV Management, the sole general partner of BPO Associates and ultimate general partner of Biopharma I, may be deemed to have sole power to dispose of such shares; and (iii) each of Hunt, Lathi and Ratcliffe, the managers of NLV Management, may be deemed to have shared power to dispose of such shares. | |||||
| 8 | SHARED DISPOSITIVE POWER
See response to row 7. | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,798,224 shares | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| CUSIP No. 82640U107 | 13G | Page 4 of 11 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
New Leaf Venture Management III, L.L.C. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
2,798,224 shares, all of which are owned by BioPharma I; except that (i) BPO Associates, the sole general partner of Biopharma I, may be deemed to have sole power to vote such shares; (ii) NLV Management, the sole general partner of BPO Associates and ultimate general partner of Biopharma I, may be deemed to have sole power to vote such shares; and (iii) each of Hunt, Lathi and Ratcliffe, the managers of NLV Management, may be deemed to have shared power to vote such shares. | ||||
| 6 | SHARED VOTING POWER
See response to row 5. | |||||
| 7 | SOLE DISPOSITIVE POWER
2,798,224 shares, all of which are owned by BioPharma I; except that (i) BPO Associates, the sole general partner of Biopharma I, may be deemed to have sole power to dispose of such shares; (ii) NLV Management, the sole general partner of BPO Associates and ultimate general partner of Biopharma I, may be deemed to have sole power to dispose of such shares; and (iii) each of Hunt, Lathi and Ratcliffe, the managers of NLV Management, may be deemed to have shared power to dispose of such shares. | |||||
| 8 | SHARED DISPOSITIVE POWER
See response to row 7. | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,798,224 shares | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| CUSIP No. 82640U107 | 13G | Page 5 of 11 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Vijay Lathi | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
See response to row 6. | ||||
| 6 | SHARED VOTING POWER
2,798,224 shares, all of which are owned by BioPharma I; except that (i) BPO Associates, the sole general partner of Biopharma I, may be deemed to have sole power to vote such shares; (ii) NLV Management, the sole general partner of BPO Associates and ultimate general partner of Biopharma I, may be deemed to have sole power to vote such shares; and (iii) each of Hunt, Lathi and Ratcliffe, the managers of NLV Management, may be deemed to have shared power to vote such shares. | |||||
| 7 | SOLE DISPOSITIVE POWER
See response to row 8. | |||||
| 8 | SHARED DISPOSITIVE POWER
2,798,224 shares, all of which are owned by BioPharma I; except that (i) BPO Associates, the sole general partner of Biopharma I, may be deemed to have sole power to dispose of such shares; (ii) NLV Management, the sole general partner of BPO Associates and ultimate general partner of Biopharma I, may be deemed to have sole power to dispose of such shares; and (iii) each of Hunt, Lathi and Ratcliffe, the managers of NLV Management, may be deemed to have shared power to dispose of such shares. | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,798,224 shares | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| CUSIP No. 82640U107 | 13G | Page 6 of 11 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ronald Hunt | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
See response to row 6. | ||||
| 6 | SHARED VOTING POWER
2,798,224 shares, all of which are owned by BioPharma I; except that (i) BPO Associates, the sole general partner of Biopharma I, may be deemed to have sole power to vote such shares; (ii) NLV Management, the sole general partner of BPO Associates and ultimate general partner of Biopharma I, may be deemed to have sole power to vote such shares; and (iii) each of Hunt, Lathi and Ratcliffe, the managers of NLV Management, may be deemed to have shared power to vote such shares. | |||||
| 7 | SOLE DISPOSITIVE POWER
See response to row 8. | |||||
| 8 | SHARED DISPOSITIVE POWER
2,798,224 shares, all of which are owned by BioPharma I; except that (i) BPO Associates, the sole general partner of Biopharma I, may be deemed to have sole power to dispose of such shares; (ii) NLV Management, the sole general partner of BPO Associates and ultimate general partner of Biopharma I, may be deemed to have sole power to dispose of such shares; and (iii) each of Hunt, Lathi and Ratcliffe, the managers of NLV Management, may be deemed to have shared power to dispose of such shares. | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,798,224 shares | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| CUSIP No. 82640U107 | 13G | Page 7 of 11 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Liam Ratcliffe | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
See response to row 6. | ||||
| 6 | SHARED VOTING POWER
2,798,224 shares, all of which are owned by BioPharma I; except that (i) BPO Associates, the sole general partner of Biopharma I, may be deemed to have sole power to vote such shares; (ii) NLV Management, the sole general partner of BPO Associates and ultimate general partner of Biopharma I, may be deemed to have sole power to vote such shares; and (iii) each of Hunt, Lathi and Ratcliffe, the managers of NLV Management, may be deemed to have shared power to vote such shares. | |||||
| 7 | SOLE DISPOSITIVE POWER
See response to row 8. | |||||
| 8 | SHARED DISPOSITIVE POWER
2,798,224 shares, all of which are owned by BioPharma I; except that (i) BPO Associates, the sole general partner of Biopharma I, may be deemed to have sole power to dispose of such shares; (ii) NLV Management, the sole general partner of BPO Associates and ultimate general partner of Biopharma I, may be deemed to have sole power to dispose of such shares; and (iii) each of Hunt, Lathi and Ratcliffe, the managers of NLV Management, may be deemed to have shared power to dispose of such shares. | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,798,224 shares | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| CUSIP No. 82640U107 | 13G | Page 8 of 11 Pages |
Schedule 13G
| Item 1(a). | Name of Issuer: |
Sierra Oncology, Inc. (the Issuer).
| Item 1(b). | Address of Issuers Principal Executive Offices: |
2150 885 West Georgia Street
Vancouver, British Columbia, Canada V6C 3E8.
| Item 2(a). | Name of Persons Filing: |
This joint statement on Schedule 13G is being filed by New Leaf Biopharma I, L.P. (Biopharma I), New Leaf BPO Associates I, L.P. (BPO Associates), New Leaf Venture Management III, L.L.C. (NLV Management and, together with Biopharma I and BPO Associates, the Reporting Entities) and Vijay Lathi (Lathi), Ronald Hunt (Hunt) and Liam Ratcliffe (Ratcliffe and, together with Lathi and Hunt, the Managing Directors). The Reporting Entities and the Managing Directors collectively are referred to as the Reporting Persons.
BPO Associates is the sole general partner of Biopharma I and may be deemed to have sole power to vote and sole power to dispose of shares of the Issuer directly owned by Biopharma I. NLV Management is the sole general partner of BPO Associates and ultimate general partner of Biopharma I and may be deemed to have sole power to vote and sole power to dispose of shares of the Issuer directly owned by Biopharma I. Each of Lathi, Hunt and Ratcliffe are the managers of NLV Management and may be deemed to have shared power to vote and shared power to dispose of shares of the Issuer directly owned by Biopharma I.
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
The address of the principal business office of Biopharma I, BPO Associates, NLV Management, Hunt and Ratcliffe is New Leaf Venture Partners, Times Square Tower, 7 Times Square, Suite 3502, New York, NY 10036.
The address of the principal business office of Lathi is New Leaf Venture Partners, 1200 Park Place, Suite 300, San Mateo, CA 94043.
| Item 2(c). | Citizenship: |
Each of Biopharma I and BPO Associates is a limited partnership organized under the laws of the State of Delaware.
NLV Management is a limited liability company organized under the laws of the State of Delaware.
Each Managing Director is a citizen of the United States.
| Item 2(d). | Title of Class of Securities: |
Common Stock, $0.001 par value per share (Common Stock).
| Item 2(e). | CUSIP Number: |
82640U107
| CUSIP No. 82640U107 | 13G | Page 9 of 11 Pages |
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
Not applicable.
| Item 4. | Ownership. |
| (a) | Amount beneficially owned: |
Biopharma I is the record owner of the 2,798,224 shares of Common Stock (the Biopharma Shares). As the sole general partner of Biopharma I, BPO Associates may be deemed to own beneficially the Biopharma Shares. As the sole general partner of BPO Associates and ultimate generate partner of Biopharma I, NLV Management may be deemed to own beneficially the Biopharma Shares. As the individual managers of NLV Management, each of the Managing Directors also may be deemed to own beneficially the Biopharma Shares. Each Reporting Person disclaims beneficial ownership of such shares of Common Stock except for the shares, if any, such Reporting Person holds of record.
| (b) | Percent of class: |
See Line 11 of cover sheets. The percentages set forth on the cover sheet for each Reporting Person are calculated based on 52,296,443 shares of Common Stock reported by the Issuer to be outstanding as of November 6, 2017 on Form 10-Q as filed with the Securities and Exchange Commission on November 11, 2017.
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: see line 5 of cover sheets. |
| (ii) | Shared power to vote or to direct the vote: see line 6 of cover sheets. |
| (iii) | Sole power to dispose or to direct the disposition of: see line 7 of cover sheets. |
| (iv) | Shared power to dispose or to direct the disposition of: see line 8 of cover sheets. |
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Under certain circumstances set forth in the limited partnership agreements of each of Biopharma I and BPO Associates, and the limited liability company agreement of NLV Management, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by each such entity of which they are a partner or member, as the case may be.
| Item 7. | Identification and Classification of the Subsidiary which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Not applicable.
| CUSIP No. 82640U107 | 13G | Page 10 of 11 Pages |
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certification. |
Not applicable.
Material to be Filed as Exhibits.
Exhibit 1 Agreement regarding filing of joint Schedule 13G.
| CUSIP No. 82640U107 | 13G | Page 11 of 11 Pages |
SIGNATURES
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.
Date: February 13, 2018
| NEW LEAF BIOPHARMA OPPORTUNITIES I, L.P. | ||||||
| By: | NEW LEAF BPO ASSOCIATES I, L.P. | |||||
| Its General Partner | ||||||
| By: | NEW LEAF VENTURE MANAGEMENT III, L.L.C. | |||||
| Its General Partner | ||||||
| By: | /s/ Craig L. Slutzkin | |||||
| Craig L. Slutzkin | ||||||
| Chief Financial Officer | ||||||
| NEW LEAF BPO ASSOCIATES I, L.P. | ||||||
| By: | NEW LEAF VENTURE MANAGEMENT III, L.L.C. | |||||
| Its General Partner | ||||||
| By: | /s/ Craig L. Slutzkin | |||||
| Craig L. Slutzkin | ||||||
| Chief Financial Officer | ||||||
| NEW LEAF VENTURE MANAGEMENT III, L.L.C. | ||||||
| By: | /s/ Craig L. Slutzkin | |||||
| Craig L. Slutzkin | ||||||
| Chief Financial Officer | ||||||
| * | ||||||
| Vijay Lathi | ||||||
| * | ||||||
| Ronald Hunt | ||||||
| * | ||||||
| Liam Ratcliffe | ||||||
| /s/ Craig L. Slutzkin |
| * Craig L. Slutzkin |
| As attorney-in-fact |
| * | This Schedule 13G was executed by Craig L. Slutzkin on behalf of the individuals listed above pursuant to Powers of Attorney. Note that copies of the applicable Powers of Attorney are already on file with the appropriate agencies. |