Sec Form 4 Filing - Vivo Opportunity, LLC @ 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 Vivo Opportunity, LLC 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) (Last) (First) (Middle) 192 LYTTON AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 01/29/2020 (Street) PALO ALTO, CA94301 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 75,759 ( 1 ) A $ 0 ( 2 ) 136,715 ( 1 ) I By: Vivo Ventures Fund VII, L.P. and Vivo Ventures VII Affiliates Fund, L.P. ( 3 ) Common Stock 01/29/2020 C 1,455,576 ( 1 ) A $ 0 ( 2 ) 1,455,576 ( 1 ) I By Vivo Opportunity Fund, L.P. ( 4 ) Common Stock 01/29/2020 C 324,783 ( 1 ) A $ 0 ( 2 ) 324,783 ( 1 ) 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 (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 Indi rect 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 1,000 ( 6 ) ( 2 ) ( 2 ) Common Stock 75,759 ( 1 ) ( 2 ) 0 I By: Vivo Ventures Fund VII, L.P. and Vivo Ventures VII Affiliates Fund, L.P. ( 3 ) Series A Convertible Voting Preferred Stock ( 2 ) 01/29/2020 C 19,213 ( 7 ) ( 2 ) ( 2 ) Common Stock 1,455,576 ( 1 ) ( 2 ) 0 I By Vivo Opportunity Fund, L.P. ( 4 ) Series A Convertible Voting Preferred Stock ( 2 ) 01/29/2020 C 4,287 ( 8 ) ( 2 ) ( 2 ) Common Stock 324,783 ( 1 ) ( 2 ) 0 I By: Vivo Capital Fund IX, L.P. ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Vivo Opportunity, LLC 192 LYTTON AVENUE PALO ALTO, CA94301 X Vivo Opportunity Fund, L.P. 192 LYTTON AVENUE PALO ALTO, CA94301 X Vivo Capital IX, LLC 192 LYTTON AVENUE PALO ALTO, CA94301 X Vivo Capital Fund IX, L.P. 192 LYTTON AVENUE PALO ALTO, CA94301 X VIVO VENTURES VII, LLC 192 LYTTON AVENUE PALO ALTO, CA94301 X Vivo Ventures Fund VII, L.P. 192 LYTTON AVENUE PALO ALTO, CA94301 X Vivo Ventures VII Affiliates Fund, L.P. 192 LYTTON AVENUE PALO ALTO, CA94301 X Signatures /s/ Albert Cha as a managing member of Vivo Opportunity, LLC 01/31/2020 Signature of Reporting Person Date /s/ Albert Cha as a managing member of Vivo Capital IX, LLC 01/31/2020 Signature of Reporting Person Date /s/ Albert Cha as a managing member of Vivo Ventures VII, LLC. 01/31/2020 Signature of Reporting Person Date /s/ Albert Cha as a managing member of Vivo Opportunity, LLC, the general partner of Vivo Opportunity Fund, L.P. 01/31/2020 Signature of Reporting Person Date /s/ Albert Cha as a managing member of Vivo Capital IX, LLC, the general partner of Vivo Capital Fund IX, L.P. 01/31/2020 Signature of Reporting Person Date /s/ Albert Cha 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. 01/31/2020 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, as adjusted for the Reverse Split, automatically upon the 5th trading date following the issuer's announcement of receiving stockholder approval for the Reverse Split following November 13, 2019. The Series A Preferred Stock has no expiration date. ( 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, Albert Cha, Shan Fu and Chen Yu 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. Albert Cha, Gaurav Aggarwal, Shan Fu, 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 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, Albert Cha, Shan Fu and Chen Yu 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 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. ( 6 )Consists of 1,000 shares of Series A Preferred Stock held by Vivo Fund VII, which are convertible into an aggregate of 75,759 shares of Common Stock, as adjusted for the Reverse Split. ( 7 )Consists of 19,213 shares of Series A Preferred Stock held by Vivo Opportunity Fund, L.P., which are convertible into an aggregate of 1,455,576 shares of Common Stock, as adjusted for the Reverse Split. ( 8 )Consists of 4,287 shares of Series A Preferred Stock held by Vivo Capital Fund IX, L.P., which are convertible into an aggregate of 324,783 shares of Common Stock, as adjusted for the Reverse Split.

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