SEC Form 4
FORM 4 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
ROBERTS BRYAN E
(Last) (First) (Middle)
C/O VENROCK ASSOCIATES
2494 SAND HILL ROAD, SUITE 200
(Street)
MENLO PARK CA 94025
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SIRNA THERAPEUTICS INC [ RNAI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/29/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 12/29/2006 D 232 D $13 ( 1 ) 0 D
Common Stock 12/29/2006 D 908,783 D $13 ( 1 ) 0 I By Fund ( 2 )
Common Stock 12/29/2006 D 4,038,821 D $13 ( 1 ) 0 I By Fund ( 3 )
Common Stock 12/29/2006 D 5 D $13 ( 1 ) 0 I By Limited Liability Company ( 4 )
Common Stock 12/29/2006 D 101,005 D $13 ( 1 ) 0 I By Fund ( 5 )
Common Stock 12/29/2006 D 2 D $13 ( 1 ) 0 I By Limited Liability Company ( 6 )
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Non-Qualified Stock Option (Right to Buy) $4.26 12/29/2006 D 75,000 ( 7 ) 08/12/2013 Common Stock 75,000 $8.74 ( 8 ) 0 D
Non-Qualified Stock Option (Right to Buy) $4.71 12/29/2006 D 12,738 06/14/2006 ( 9 ) 06/13/2016 Common Stock 12,738 $8.29 ( 8 ) 0 D
Non-Qualified Stock Option (Right to Buy) $4.71 12/29/2006 D 9,554 06/14/2006 ( 10 ) 06/13/2016 Common Stock 9,554 $8.29 ( 8 ) 0 D
Non-Qualified Stock Option (Right to Buy) $5.12 12/29/2006 D 10,000 ( 11 ) 08/01/2016 Common Stock 10,000 $7.88 ( 8 ) 0 D
Warrant (Right to Buy) $3.85 12/29/2006 D 213,771 12/30/2004 12/30/2009 Common Stock 213,771 $9.15 ( 12 ) 0 I By Fund ( 2 )
Warrant (Right to Buy) $3.85 12/29/2006 D 950,093 12/30/2004 12/30/2009 Common Stock 950,093 $9.15 ( 12 ) 0 I By Fund ( 3 )
Warrant (Right to Buy) $3.85 12/29/2006 D 23,752 12/30/2004 12/30/2009 Common Stock 23,752 $9.15 ( 12 ) 0 I By Fund ( 5 )
Warrant (Right to Buy) $1.92 12/29/2006 D 81,000 01/06/2006 07/06/2010 Common Stock 81,000 $11.08 ( 12 ) 0 I By Fund ( 2 )
Warrant (Right to Buy) $1.92 12/29/2006 D 360,000 01/06/2006 07/06/2010 Common Stock 360,000 $11.08 ( 12 ) 0 I By Fund ( 3 )
Warrant (Right to Buy) $1.92 12/29/2006 D 8,999 01/06/2006 07/06/2010 Common Stock 8,999 $11.08 ( 12 ) 0 I By Fund ( 5 )
Explanation of Responses:
1. The shares were disposed of pursuant to the merger agreement between Sirna Therapeutics, Inc., Merck & Co., Inc., and Spinnaker Acquisition Corp. in exchange for a cash payment of $13.00 per share.
2. Securities held of record by Venrock Associates, a limited partnership of which Bryan E. Roberts is a General Partner. Mr. Roberts disclaims beneficial ownership of these securities except to the extent of his pro-rata interest.
3. Securities held of record by Venrock Associates III, L.P., a limited partnership of which Venrock Management III LLC is the General Partner. Bryan E. Roberts is a Member of Venrock Management III LLC and disclaims beneficial ownership of these securities except to the extent of his pro-rata interest.
4. Securities held of record by Venrock Management III LLC, a limited liability company of which Bryan E. Roberts is a Member. Mr. Roberts disclaims beneficial ownership of these securities except to the extent of his pro-rata interest.
5. Securities held of record by Venrock Entrepreneurs Fund III, L.P., a limited partnership of which VEF Management III LLC is the General Partner. Bryan E. Roberts is a Member of VEF Management III LLC and disclaims beneficial ownership of these securities except to the extent of his pro-rata interest.
6. Securities held of record by VEF Management III LLC, a limited liability company of which Bryan E. Roberts is a Member. Mr. Roberts disclaims beneficial ownership of these securities except to the extent of his pro-rata interest.
7. Non-Qualified Stock Option granted on August 12, 2003 pursuant to the Issuer's 2001 Stock Option Plan. The option vested as follows: 6,252 shares were immediately vested and exercisable, and the remaining shares vested in a series of 33 equal monthly installments beginning on August 21, 2003.
8. The outstanding options were cancelled in the merger in exchange for a cash payment representing the difference between the exercise price of the option and the merger consideration of $13.00 per share.
9. Non-Qualified Stock Option to purchase 12,738 shares of Common Stock in lieu of annual retainer, at the Reporting Person's election, in accordance with the Issuer's 2005 Performance Incentive Plan. The option was fully vested and exercisable on the date of grant.
10. Non-Qualified Stock Option to purchase 9,554 shares of Common Stock in lieu of chairperson retainer, at the Reporting Person's election, in accordance with the Issuer's Amended Director Compensation Plan. The option was fully vested and exercisable on the date of grant.
11. Non-Qualifed Stock Option granted on August 1, 2006 pursuant to the Issuer's 2005 Performance Incentive Plan. The option was scheduled to vest and become exercisable in 12 equal monthly installments, commencing January 1, 2006, such that 100% of the shares subject to option were originally scheduled to be fully vested and exercisable on January 1, 2007.
12. The outstanding warrants were cancelled in connection with the merger in exchange for a cash payment representing the difference between the exercise price of the warrant and the merger consideration of $13.00 per share.
Remarks:
Bryan E. Roberts 01/02/2007
** Signature of Reporting Person Date
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