SIRNA THERAPEUTICS INC 4
4 · SIRNA THERAPEUTICS INC · Filed Jul 8, 2005
Insider Transaction Report
Form 4
VEF MANAGEMENT III LLC
10% Owner
Transactions
- Purchase
Common Stock
2005-07-06$1.60/sh+24,999$39,998→ 150,969 total(indirect: By Fund) - Purchase
Warrant (right to buy)
2005-07-06+8,999→ 8,999 total(indirect: By Fund)Exercise: $1.92Exp: 2010-07-06→ Common Stock (8,999 underlying)
Footnotes (5)
- [F1]The securities reported on this Form 4 are being purchased pursuant to a securities purchase agreement (the "Purchase Agreement"). The terms of the issuance were fixed on July 6, 2005. The issuance of these securities is conditioned only upon the approval of such issuance by the stockholders of the Issuer. Such stockholder approval is guaranteed by virtue of the fact that the Issuer has secured voting agreements from the Issuer's existing stockholders (including the reporting person), whereby such stockholders have agreed to vote their shares in favor of the issuance, and such voting agreements collectively cover a sufficient number of shares of the Issuer's common stock to ensure that the issuance will be approved.
- [F2]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.
- [F3]The exercise price is subject to potential adjustment as follows. If the shares of the Issuer's Common Stock are (i) terminated from registration under the Securities Act of 1933, as amended, during the time in which the Issuer remains obligated under the Purchase Agreement to keep the Registration Statement (as defined in the Purchase Agreement) current, effective and free from any material misstatement or omission to state a material fact or (ii) delisted from the Nasdaq National Market, the exercise price then in effect at the time of such deregistration or delisting shall be reduced to $1.67 per share.
- [F4]The warrant becomes exercisable on the six-month anniversary of the date of grant.
- [F5]Not applicable.