Sec Form 4 Filing - Richardson Joshua @ Sierra Oncology, Inc. - 2020-01-29

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Richardson Joshua 2. Issuer Name and Ticker or Trading Symbol Sierra Oncology, Inc. [ SRRA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O SIERRA ONCOLOGY, INC., 2150 - 885 WEST GEORGIA STREET 3. Date of Earliest Transaction (MM/DD/YY) 01/29/2020 (Street) VANCOUVER, A1V6C 3E8 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 01/29/2020 C 1,477,320 ( 1 ) A $ 0 ( 2 ) 1,477,320 ( 1 ) I By Longitude Venture Partners III, L.P. ( 3 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 A Convertible Voting Preferred Stock ( 2 ) 01/29/2020 C 19,500 ( 4 ) ( 2 ) ( 2 ) Common Stock 1,477,320 ( 1 ) ( 2 ) 0 I By Longitude Venture Partners III, L.P. ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Richardson Joshua C/O SIERRA ONCOLOGY, INC. 2150 - 885 WEST GEORGIA STREET VANCOUVER, A1V6C 3E8 X X Signatures /s/ Sukhi Jagpal as attorney-in-fact for Joshua Richardson 01/31/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On January 22, 2020, a 1-for-40 reverse split of the Issuer's Common Stock (the "Reverse Split") was effected. These securities reflect the Reverse Split. ( 2 )Each share of Series A Convertible Voting Preferred Stock (the "Series A Preferred Stock") converted into 75.76 shares of the Issuer's Common Stock for no additional consideration, as adjusted for the Reverse Split, automatically upon the 5th trading date following the Issuer's announcement of receiving stockholder approval for the first reverse stock split of the Issuer following November 13, 2019. The Series A Preferred Stock has no expiration date. ( 3 )Longitude Capital Partners III, LLC ("LCP III") is the general partner of Longitude Venture Partners III, L.P. ("LVP III") and may be deemed to have voting, investment and dispositive power with respect to such securities. Patrick G. Enright, Juliet Tammenoms Bakker and the Reporting Person (a member of the Issuer's board of directors), are each members of LCP III and may be deemed to share voting, investment and dispositive power over such securities. Mr. Enright and Ms. Tammenoms Bakker are the managing members of LCP III. Each of LCP III, Mr. Enright, Ms. Tammenoms Bakker and the Reporting Person disclaim beneficial ownership over such securities except to the extent of their respective pecuniary interest therein, and the inclusion of such 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 purpose. ( 4 )Consists of 19,500 shares of Series A Preferred Stock held by LVP III which are convertible into an aggregate of 1,477,320 shares of Common Stock, as adjusted for the Reverse Split.

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).

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