VEF MANAGEMENT III LLC 4
4 · SIRNA THERAPEUTICS INC · Filed Jan 4, 2005
Insider Transaction Report
Form 4
VEF MANAGEMENT III LLC
10% Owner
Transactions
- Other
Warrant (right to buy)
2004-12-30−21,593→ 0 total(indirect: By Fund)Exercise: $2.52From: 2003-04-21Exp: 2008-04-21→ Common Stock (21,593 underlying) - Exercise of In-Money
Common Stock
2004-12-30$2.52/sh+21,593$54,414→ 125,970 total(indirect: By Fund) - Other
Warrant (right to buy)
2004-12-30+23,752→ 23,752 total(indirect: By Fund)Exercise: $3.85From: 2004-12-30Exp: 2009-12-29→ Common Stock (23,752 underlying) - Exercise of In-Money
Warrant (right to buy)
2004-12-30−21,593→ 0 total(indirect: By Fund)Exercise: $2.52From: 2004-12-30Exp: 2005-02-07→ Common Stock (21,593 underlying)
Footnotes (4)
- [F1]Securities held of record by Venrock Entrepreneurs Fund III, L.P., a limited partnership of which VEF Management III LLC is the General Partner. VEF Management III LLC disclaims beneficial ownership of these securities except to the extent of its pro-rata interest.
- [F2]Pursuant to that certain Exchange Agreement by and among the Issuer and certain warrantholders of the Issuer (including Venrock Entrepreneurs Fund III, L.P.), Venrock Entrepreneurs Fund III, L.P. voluntarily exchanged its warrant to purchase 21,593 shares of common stock with an exercise price of $2.52 per share which was scheduled to expire on April 21, 2008 (the "Original Warrant") for two additional warrants, one of which is exercisable for 21,593 shares of common stock at an exercise price of $2.52 per share on or before February 7, 2005 (the "Short-term Replacement Warrant"), and the other of which is exercisable for 23,752 shares of common stock at an exercise price of $3.85 per share (subject to adjustment as provided in footnote (3) below) on or before December 30, 2009 (the "Long-term Replacement Warrant").
- [F3]In the event that the Issuer consummates a qualifying private placement of its securities for the primary purpose of raising capital on or before June 30, 2005, the exercise price of the Long-term Replacement Warrant shall be adjusted to the lesser of $3.85 and the lowest price per share of the Issuer's common stock sold (or deemed to be sold) in any such private placement. If the Issuer does not consummate such a private placement on or before June 30, 2005, the exercise price of the Long-term Replacement Warrant shall be adjusted to the lesser of $3.85 and the average closing selling price of a share of the Issuer's common stock traded on the Nasdaq National Market over the 15-day period ending June 30, 2005.
- [F4]Immediately following the exchange described in footnote (2) above, Venrock Entrepreneurs Fund III, L.P. exercised the Short-term Replacement Warrant.