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Sec Form 4 Filing - Andrews Timothy K. @ Sienna Biopharmaceuticals Inc. - 2018-06-01

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
Andrews Timothy K.
2. Issuer Name and Ticker or Trading Symbol
Sienna Biopharmaceuticals, Inc. [ SNNA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
General Counsel & Secretary
(Last)
(First)
(Middle)
C/O SIENNA BIOPHARMACEUTICALS, INC., 30699 RUSSELL RANCH ROAD, SUITE 140
3. Date of Earliest Transaction (MM/DD/YY)
06/01/2018
(Street)
WESTLAKE VILLAGE, CA91362
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 53,699 ( 1 ) D
Common Stock 15,000 I See Footnote ( 2 )
Common Stock 10,000 I See Footnote ( 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
Stock Options (Right to buy) $ 15.08 06/01/2018 A 60,000 ( 4 ) 06/01/2028 Common Stock 60,000 $ 0 60,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Andrews Timothy K.
C/O SIENNA BIOPHARMACEUTICALS, INC.
30699 RUSSELL RANCH ROAD, SUITE 140
WESTLAKE VILLAGE, CA91362
General Counsel & Secretary
Signatures
/s/ Timothy K. Andrews 06/04/2018
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 1,962 shares of the Issuer's common stock acquired pursuant to the Issuer's Employee Stock Purchase Plan on May 31, 2018.
( 2 )The shares are held directly by Steelhead Bioventures LLC, a limited liability company in which the Reporting Person holds a controlling interest.
( 3 )The shares are held directly by the Andrews Living Trust (the "Trust"), of which the Reporting Person serves as co-trustee. The Reporting Person and members of his immediate family are beneficiaries of the Trust. The Reporting Person disclaims beneficial ownership of the shares of the Issuer's common stock held by the Trust except to the extent of his pecuniary interest therein.
( 4 )Twenty-Five percent (25%) of the shares subject to the option vest and become exercisable on the first anniversary measured from June 1, 2018, and the remaining shares subject to the option vest and become exercisable in 36 successive, equal monthly installments thereafter, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.