Sec Form 4 Filing - Sofinnova Venture Partners VIII, L.P. @ Mirna Therapeutics, Inc. - 2015-10-05

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 Sofinnova Venture Partners VIII, L.P. 2. Issuer Name and Ticker or Trading Symbol Mirna Therapeutics, Inc. [ MIRN] 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) SOFINNOVA VENTURES, 3000 SAND HILL ROAD, 4-250 3. Date of Earliest Transaction (MM/DD/YY) 10/05/2015 (Street) MENLO PARK, CA94025 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 10/05/2015 C 1,244,269 A 1,244,269 D ( 2 ) Common Stock 10/05/2015 C 583,559 A 1,827,828 D ( 2 ) Common Stock 10/06/2015 J( 3 ) 289,841 A $ 0 ( 3 ) 2,117,669 D ( 2 ) Common Stock 10/06/2015 P 857,142 A $ 7 2,974,811 D ( 2 )

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 C Preferred Stock ( 1 ) 10/05/2015 C 1,244,269 ( 5 ) ( 1 ) ( 4 ) Common Stock 1,244,269 ( 5 ) $ 0 0 D ( 2 ) Series D Preferred Stock ( 1 ) 10/05/2015 C 583,559 ( 1 ) ( 4 ) Common Stock 583,559 $ 0 0 D ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sofinnova Venture Partners VIII, L.P. SOFINNOVA VENTURES 3000 SAND HILL ROAD, 4-250 MENLO PARK, CA94025 X Sofinnova Management VIII, L.L.C. 3000 SAND HILL ROAD, 4-250 MENLO PARK, CA94025 X HEALY JAMES 3000 SAND HILL ROAD, 4-250 MENLO PARK, CA94025 X AKKARAJU SRINIVAS 3000 SAND HILL ROAD, 4-250 MENLO PARK, CA94025 X Mehra Anand 3000 SAND HILL ROAD, 4-250 MENLO PARK, CA94025 X Signatures /s/ Nathalie Auber, Attorney-in-Fact for Sofinnova Venture Partners VIII, L.P. 10/06/2015 Signature of Reporting Person Date /s/ Nathalie Auber, Attorney-in-Fact for Sofinnova Management VIII, L.L.C. 10/06/2015 Signature of Reporting Person Date /s/ Nathalie Auber, Attorney-in-Fact for James Healy 10/06/2015 Signature of Reporting Person Date /s/ Nathalie Auber, Attorney-in-Fact for Srinivas Akkaraju 10/06/2015 Signature of Reporting Person Date /s/ Nathalie Auber, Attorney-in-Fact for Anand Mehra 10/06/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of Series C and Series D Preferred Stock automatically converted on a one-to-one basis into Common Stock immediately prior to the consummation of the Issuer's initial public offering. ( 2 )The shares are held by Sofinnova Venture Partners VIII, L.P. ("SVP VIII"). Sofinnova Management VIII, L.L.C. ("SM VIII") is the general partner of SVP VIII. The individual Managers, or the Managing Members, of SM VIII are Michael Powell, James Healy, Srinivas Akkaraju and Anand Mehra. The Managers share voting and dispositive power with regard to the shares held directly by SVP VIII. Such persons and entities disclaim beneficial ownership over the shares owned by SVP VIII except to the extent of any pecuniary interest therein. ( 3 )The shares were issued for no additional consideration pursuant to an accruing paid-in-kind dividend on shares of Series C and Series D Preferred Stock of the Company. ( 4 )The expiration date is not relevant to the conversion of the securities. ( 5 )Due to a clerical error, the Reporting Persons' Form 3 which previously reported the holding of these shares understated his total by one (1) share.

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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