Statement of Changes in Beneficial Ownership (4)
09 8월 2019 - 5:41AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Lizzul Paul F.
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2. Issuer Name
and
Ticker or Trading Symbol
Sienna Biopharmaceuticals, Inc.
[
SNNA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Medical Officer
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(Last)
(First)
(Middle)
C/O SIENNA BIOPHARMACEUTICALS, INC., 30699 RUSSELL RANCH ROAD, SUITE 140
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/6/2019
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(Street)
WESTLAKE VILLAGE, CA 91362
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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8/6/2019
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A
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55000.00
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A
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(1)
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196488.00
(2)
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D
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Common Stock
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10557.00
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I
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See Footnote
(3)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Options (Right to buy)
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$15.08
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8/6/2019
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D
(4)
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48720.00
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(5)
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6/1/2028
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Common Stock
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48720.00
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(4)
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0.00
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D
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Stock Options (Right to buy)
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$15.00
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8/6/2019
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D
(4)
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11926.00
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(6)
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7/26/2027
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Common Stock
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11926.00
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(4)
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0.00
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D
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Stock Options (Right to buy)
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$2.32
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8/6/2019
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D
(4)
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14904.00
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1/1/2019
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1/1/2029
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Common Stock
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14904.00
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(4)
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0.00
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D
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Stock Options (Right to buy)
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$2.32
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8/6/2019
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D
(4)
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22500.00
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(7)
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1/1/2029
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Common Stock
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22500.00
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(4)
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0.00
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D
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Stock Options (Right to buy)
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$2.32
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8/6/2019
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D
(4)
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22500.00
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(8)
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1/1/2029
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Common Stock
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22500.00
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(4)
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0.00
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D
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Stock Options (Right to buy)
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$0.71
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8/6/2019
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A
(4)
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11926.00
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(6)
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7/26/2027
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Common Stock
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11926.00
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(4)
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11926.00
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D
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Stock Options (Right to buy)
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$0.71
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8/6/2019
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A
(4)
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48720.00
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(5)
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6/1/2028
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Common Stock
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48720.00
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(4)
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48720.00
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D
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Stock Options (Right to buy)
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$0.71
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8/6/2019
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A
(4)
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14904.00
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1/1/2019
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1/1/2029
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Common Stock
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14904.00
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(4)
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14904.00
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D
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Stock Options (Right to buy)
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$0.71
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8/6/2019
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A
(4)
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22500.00
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(7)
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1/1/2029
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Common Stock
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22500.00
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(4)
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22500.00
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D
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Stock Options (Right to buy)
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$0.71
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8/6/2019
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A
(4)
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22500.00
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(8)
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1/1/2029
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Common Stock
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22500.00
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(4)
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22500.00
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D
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Explanation of Responses:
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(1)
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Award of restricted stock units ("RSUs") granted under the Issuer's 2017 Incentive Award Plan. Each RSU entitles the Reporting Person to receive one share of Issuer common stock upon vesting. The award vests as to fifty percent (50%) of the total number of RSUs on February 6, 2020, twenty-five percent (25%) of the total number of RSUs on August 6, 2020, and the remaining twenty-five percent (25%) of the total number of RSUs on February 6, 2021, in each case, subject to the Reporting Person's continued employment or service relationship with the Issuer through the applicable vesting date.
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(2)
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Includes a total of 5,949 shares of the Issuer's common stock acquired pursuant to the Issuer's Employee Stock Purchase Plan.
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(3)
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The shares are directly held by Lizzul Living Trust.
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(4)
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The transaction reported herein reflect a one-time stock option repricing (the "Option Repricing") that became effective on August 6, 2019 and are being reported in this manner solely to comply with the technical reporting requirements under Section 16(a) of the Securities Exchange Act of 1934. Pursuant to the Option Repricing, the exercise price of each relevant option has been amended to reduce such exercise price to $0.71. There have been no other changes to the terms of the relevant options.
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(5)
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Twenty-Five percent (25%) of the shares subject to the option vest and become exercisable on the first anniversary measured from June 1, 2018, and the remaining shares subject to the option vest and become exercisable in 36 successive, equal monthly installments thereafter, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date.
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(6)
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Twenty-Five percent (25%) of the share subject to the option vest and become exercisable on the first anniversary measured from July 26, 2017, and the remaining shares subject to the option vest and become exercisable in 36 successive, equal monthly installments thereafter, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date.
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(7)
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Twenty percent (20%) of the shares subject to the option vest and become exercisable upon satisfaction of one performance-based milestone, forty percent (40%) of the shares vest and become exercisable upon satisfaction of a second performance-based milestone, and the remaining forty percent (40%) of the shares vest and become exercisable upon satisfaction of a third performance-based milestone, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date.
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(8)
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Twenty-five percent (25%) of the shares subject to the option vest and become exercisable on July 1,2019, twenty-five percent (25%) of the shares vest and become exercisable on January 1, 2020, and the remaining shares vest and become exercisable in 12 successive, equal monthly installments thereafter, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Lizzul Paul F.
C/O SIENNA BIOPHARMACEUTICALS, INC.
30699 RUSSELL RANCH ROAD, SUITE 140
WESTLAKE VILLAGE, CA 91362
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Chief Medical Officer
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Signatures
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/s/ Timothy K. Andrews, attorney-in-fact for Paul F. Lizzul
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8/8/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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