SIRNA THERAPEUTICS INC 4

4 · SIRNA THERAPEUTICS INC · Filed Jul 8, 2005

Form 4

Period: 2005-07-06

Director

Transactions

Purchase
Common Stock
2005-07-06$1.60/sh+78,126$125,002→ 381,336 total
Purchase
Common Stock
2005-07-06$1.60/sh+6,346$10,154→ 30,976 total(indirect: By DLJ Capital Corporation)
Purchase
Common Stock
2005-07-06$1.60/sh+2,895,406$4,632,650→ 14,132,739 total(indirect: By Sprout Capital IX L.P.)
Purchase
Warrants (right to buy)
2005-07-06+28,125→ 89,257 total
Exercise: $1.92→ Common Stock (28,125 underlying)
Purchase
Warrants (right to buy)
2005-07-06+2,284→ 7,249 total(indirect: By DLJ Capital Corporation)
Exercise: $1.92→ Common Stock (2,284 underlying)
Purchase
Warrants (right to buy)
2005-07-06+4,107→ 13,034 total(indirect: By Sprout Entrepreneurs Fund, L.P.)
Exercise: $1.92→ Common Stock (4,107 underlying)
Purchase
Warrants (right to buy)
2005-07-06+1,042,346→ 3,308,010 total(indirect: By Sprout Capital IX L.P.)
Exercise: $1.92→ Common Stock (1,042,346 underlying)
Purchase
Common Stock
2005-07-06$1.60/sh+133,712$213,939→ 652,658 total(indirect: By Sprout IX Plan Investors, L.P.)
Purchase
Common Stock
2005-07-06$1.60/sh+11,411$18,258→ 55,697 total(indirect: By Sprout Entrepreneurs Fund, L.P.)
Purchase
Warrants (right to buy)
2005-07-06+48,136→ 152,763 total(indirect: By Sprout IX Plan Investors, L.P.)
Exercise: $1.92→ Common Stock (48,136 underlying)

Footnotes (3)

[F1]See Exhibit 99.1
[F2]The exercise price of the warrant is initially $1.92 per share. If the Issuer's shares of common stock are either (a) delisted from Nasdaq National Market or (b) terminated from registration under the Securities Act of 1933, as amended during the period, when the Issuer is required to keep the registration effective for issue shares issued in its private placement which initially closed on July 6, 2005, the exercise price of the warrant will be reduced to $1.67.
[F3]The warrant is exercisable from approximately January 2006 to the fifth anniversary of the date of grant.

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