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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Sierra Oncology Inc | NASDAQ:SRRA | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 54.99 | 54.99 | 45.10 | 0 | 01:00:00 |
CUSIP No. 82640U107
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Page 2 of 10 Pages
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1
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NAMES OF REPORTING PERSONS
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THE MANGROVE PARTNERS MASTER FUND, LTD.
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|||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☒
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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CAYMAN ISLANDS
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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|||
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||||
6
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SHARED VOTING POWER
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7,894,526 (1)
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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7,894,526 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7,894,526 (1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.99% (2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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(1) |
This total consists of (i) 3,558,523 Shares and (ii) 4,336,003 Shares obtainable upon conversion of Preferred Stock (defined herein). This total excludes shares of Preferred Stock, Series A Warrants and Series B Warrants which the
Reporting Person does not currently have the right to convert into Shares, as described further in Item 4.
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(2) |
This percentage is calculated based on the sum of (i) 74,688,283 Shares outstanding as of October 31, 2019, according to the Issuer’s Form 8-K, filed on November 04, 2019 and (ii) 4,336,003 Shares issuable upon conversion of the
Preferred Stock, which is the maximum number of Shares currently issuable upon the voluntary conversion of Preferred Stock by the Reporting Person under the 9.99% blocker, and which Shares are added to the total Shares outstanding
pursuant to Rule 13d-3(d)(1)(i) under the Act.
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CUSIP No. 82640U107
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Page 3 of 10 Pages
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1
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NAMES OF REPORTING PERSONS
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MANGROVE PARTNERS
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☒
|
|||||
(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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CAYMAN ISLANDS
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
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SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
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SHARED VOTING POWER
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7,894,526 (1)
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|||
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||||
7
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SOLE DISPOSITIVE POWER
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||
0
|
|
|
|||
|
|
||||
8
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SHARED DISPOSITIVE POWER
|
|
|
||
7,894,526 (1)
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|
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|||
|
|
||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
7,894,526 (1)
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|||
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|
||||
10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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||
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.99% (2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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|||
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(1) |
This total consists of (i) 3,558,523 Shares and (ii) 4,336,003 Shares obtainable upon conversion of Preferred Stock (defined herein). This total excludes shares of Preferred Stock, Series A Warrants and Series B Warrants which the
Reporting Person does not currently have the right to convert into Shares, as described further in Item 4.
|
|
(2) |
This percentage is calculated based on the sum of (i) 74,688,283 Shares outstanding as of October 31, 2019, according to the Issuer’s Form 8-K, filed on November 04, 2019 and (ii) 4,336,003 Shares issuable upon conversion of the
Preferred Stock, which is the maximum number of Shares currently issuable upon the voluntary conversion of Preferred Stock by the Reporting Person under the 9.99% blocker, and which Shares are added to the total Shares outstanding
pursuant to Rule 13d-3(d)(1)(i) under the Act.
|
CUSIP No. 82640U107
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Page 4 of 10 Pages
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1
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NAMES OF REPORTING PERSONS
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NATHANIEL AUGUST
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☒
|
|||||
(b)☐
|
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|
|||
3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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UNITED STATES OF AMERICA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
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SOLE VOTING POWER
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|
0
|
|
|
|||
|
|
||||
6
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SHARED VOTING POWER
|
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7,894,526 (1)
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|||
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||||
7
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SOLE DISPOSITIVE POWER
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0
|
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|||
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||||
8
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SHARED DISPOSITIVE POWER
|
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||
7,894,526 (1)
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|||
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||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
7,894,526 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
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|
||
9.99% (2)
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|
|||
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|
||||
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN, HC
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|||
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(1) |
This total consists of (i) 3,558,523 Shares and (ii) 4,336,003 Shares obtainable upon conversion of Preferred Stock (defined herein). This total excludes shares of Preferred Stock, Series A Warrants and Series B Warrants which the
Reporting Person does not currently have the right to convert into Shares, as described further in Item 4.
|
|
(2) |
This percentage is calculated based on the sum of (i) 74,688,283 Shares outstanding as of October 31, 2019, according to the Issuer’s Form 8-K, filed on November 04, 2019 and (ii) 4,336,003 Shares issuable upon conversion of the
Preferred Stock, which is the maximum number of Shares currently issuable upon the voluntary conversion of Preferred Stock by the Reporting Person under the 9.99% blocker, and which Shares are added to the total Shares outstanding
pursuant to Rule 13d-3(d)(1)(i) under the Act.
|
CUSIP No. 82640U107
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Page 5 of 10 Pages
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Item 1(a). |
Name of Issuer:
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Item 1(b). |
Address of Issuer’s Principal Executive Offices:
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Item 2(a). |
Name of Person Filing
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i) |
The Mangrove Partners Master Fund, Ltd. (the “Master Fund”);
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ii) |
Mangrove Partners; and
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iii) |
Nathaniel August (“Mr. August”)
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Item 2(b). |
Address of Principal Business Office or, if None, Residence:
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Item 2(c). |
Citizenship:
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Item 2(d). |
Title of Class of Securities:
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Item 2(e). |
CUSIP Number:
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Item 3. |
If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
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CUSIP No. 82640U107
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Page 6 of 10 Pages
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Item 4. |
Ownership:
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Item 4(a) |
Amount Beneficially Owned:
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Item 4(b) |
Percent of Class:
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CUSIP No. 82640U107
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Page 7 of 10 Pages
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Item 4(c) |
Number of Shares as to which such person has:
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(i) Sole power to vote or direct the vote:
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0
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(ii) Shared power to vote or direct the vote:
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7,894,526
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(iii) Sole power to dispose or direct the disposition of:
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0
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(iv) Shared power to dispose or direct the disposition of:
|
7,894,526
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Item 5. |
Ownership of Five Percent or Less of a Class:
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person:
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:
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Item 8. |
Identification and Classification of Members of the Group:
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Item 9. |
Notice of Dissolution of Group:
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Item 10. |
Certification:
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Page 8 of 10 Pages
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THE MANGROVE PARTNERS MASTER FUND, LTD. | |||
By: |
Mangrove Partners Investment Manager
|
||
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By:
|
/s/ Nathaniel H. August | |
Name: Nathaniel H. August | |||
Title: Director | |||
MANGROVE PARTNERS | |||
|
By:
|
/s/ Nathaniel H. August | |
Name: Nathaniel H. August | |||
Title: Director | |||
NATHANIEL H. AUGUST | |||
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/s/ Nathaniel H. August |
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Page 9 of 10 Pages
|
Ex.
|
Page No.
|
|
A |
Joint Filing Agreement
|
10 |
|
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Page 10 of 10 Pages
|
THE MANGROVE PARTNERS MASTER FUND, LTD. | |||
By: |
Mangrove Partners Investment Manager
|
||
|
By:
|
/s/ Nathaniel H. August | |
Name: Nathaniel H. August | |||
Title: Director | |||
MANGROVE PARTNERS | |||
|
By:
|
/s/ Nathaniel H. August | |
Name: Nathaniel H. August | |||
Title: Director | |||
NATHANIEL H. AUGUST | |||
|
/s/ Nathaniel H. August |
1 Year Sierra Oncology Chart |
1 Month Sierra Oncology Chart |
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