Sec Form 4 Filing - Vivo Opportunity, LLC @ Sierra Oncology, Inc. - 2022-07-01

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) X __ 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) 07/01/2022 (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 07/01/2022 D 161,712 D( 2 ) $ 55 0 I By: Vivo Ventures Fund VII, L.P. and Vivo Ventures VII Affiliates Fund, L.P.( 1 ) Common Stock 07/01/2022 D 2,735,853 D( 2 ) $ 55 0 I By: Vivo Opportunity Fund Holdings, L.P.( 3 ) Common Stock 07/01/2022 D 431,947 D( 2 ) $ 55 0 I By: Vivo Capital Fund IX, L.P.( 4 )

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 Warrants $ 13.2 07/01/2022 D ( 5 ) 324,740( 2 ) 11/13/2019 11/13/2024 Common Stock 324,740 $ 0( 4 ) 0 I By: Vivo Capital Fund IX, L.P.( 4 ) Series A Warrants $ 13.2 07/01/2022 D ( 5 ) 1,455,384( 2 ) 11/13/2019 11/13/2024 Common Stock 1,455,384 $ 0( 4 ) 0 I By: Vivo Opportunity Fund Holdings, L.P.( 3 ) Series A Warrants $ 13.2 07/01/2022 D ( 5 ) 75,749( 2 ) 11/13/2019 11/13/2024 Common Stock 75,749 $ 0( 4 ) 0 I By: Vivo Ventures Fund VII, L.P. and Vivo Ventures VII Affiliates Fund, L.P.( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Vivo Opportunity, LLC 192 LYTTON AVENUE PALO ALTO, CA94301 X X Vivo Opportunity Fund Holdings, L.P. 192 LYTTON AVENUE PALO ALTO, CA94301 X X Vivo Capital IX, LLC 192 LYTTON AVENUE PALO ALTO, CA94301 X X Vivo Capital Fund IX, L.P. 192 LYTTON AVENUE PALO ALTO, CA94301 X X VIVO VENTURES VII, LLC 192 LYTTON AVENUE PALO ALTO, CA94301 X X Vivo Ventures Fund VII, L.P. 192 LYTTON AVENUE PALO ALTO, CA94301 X X Vivo Ventures VII Affiliates Fund, L.P. 192 LYTTON AVENUE PALO ALTO, CA94301 X X Signatures /s/ Gaurav Aggarwal as a managing member of Vivo Opportunity, LLC 07/01/2022 Signature of Reporting Person Date /s/ Gaurav Aggarwal as a managing member of Vivo Opportunity, LLC, the general partner of Vivo Opportunity Fund Holdings, L.P. 07/01/2022 Signature of Reporting Person Date /s/ Frank Kung as a managing member of Vivo Capital IX, LLC 07/01/2022 Signature of Reporting Person Date /s/ Frank Kung as a managing member of Vivo Capital IX, LLC, the general partner of Vivo Capital Fund IX, L.P. 07/01/2022 Signature of Reporting Person Date /s/ Frank Kung as a managing member of Vivo Ventures VII, LLC 07/01/2022 Signature of Reporting Person Date /s/ Frank Kung 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. 07/01/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Vivo Ventures VII, LLC ("Vivo Ventures 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. Vivo Ventures LLC disclaims beneficial ownership over such securities except to the extent of its 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. ( 2 )Pursuant to an Agreement and Plan of Merger, dated April 12, 2022, between GlaxoSmithKline plc ("GSK"), Orikum Acquisition Inc. ("Merger Sub") and the Issuer (the "Merger Agreement"), Merger Sub merged with and into the Issuer on July 1, 2022, with the Issuer surviving as a wholly-owned subsidiary of GSK (the "Merger"). At the effective time of the Merger, each outstanding share of common stock of the Issuer automatically and without any required action on the part of the Reporting Person, was converted into the right to receive $55.00 in cash, without interest. ( 3 )Vivo Opportunity, LLC ("Vivo Opportunity LLC") is the general partner of Vivo Opportunity Fund Holdings, L.P., the record holder of the securities. Vivo Opportunity LLC disclaims beneficial ownership over such securities except to the extent of its 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 Capital IX, LLC ("Vivo Capital IX LLC") is the general partner of Vivo Capital Fund IX, L.P., the record holder of the securities. Vivo Capital IX LLC disclaims beneficial ownership over such securities except to the extent of its 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 )Pursuant to the terms of the Merger Agreement, the Issuer's outstanding Series A Warrants (the "Series A Warrants") were treated in accordance with their respective terms such that, at the effective time of the Merger, the outstanding Series A Warrants were cancelled and thereafter represent only the right to receive an amount in cash, without interest, equal to the Black Scholes Value (as defined in the Series A War rants), which as calculated under the terms of the Series A Warrants equaled $45.98 per share of common stock underlying such warrants.

Remarks: Gaurav Aggarwal has been deputized to represent the Reporting Persons on the board of directors of the Issuer. By virtue of Dr. Aggarwal's representation, for purposes of Section 16 of the Securities Exchange Act of 1934 each of the Reporting Persons may be deemed directors by deputization of the Issuer. Dr. Aggarwal has filed a separate Section 16 report disclosing securities of the Issuer that he may be deemed to beneficially own for Section 16 purposes.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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