SEC FORM 4 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
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*
Smither John W

(Last) (First) (Middle)
C/O SIENNA BIOPHARMACEUTICALS, INC.
30699 RUSSELL RANCH ROAD, SUITE 140

(Street)
WESTLAKE VILLAGE CA 91362

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Sienna Biopharmaceuticals, Inc. [ SNNA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
01/01/2019
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 01/01/2019 A 45,000 A (1) 46,657(2) D
Common Stock 34,961 I See Footnote(3)
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
Stock Options (Right to buy) $2.32 01/01/2019 A 14,422 01/01/2019 01/01/2029 Common Stock 14,422 $0.00 14,422 D
Stock Options (Right to buy) $2.32 01/01/2019 A 22,500 (4) 01/01/2029 Common Stock 22,500 $0.00 22,500 D
Stock Options (Right to buy) $2.32 01/01/2019 A 22,500 (5) 01/01/2029 Common Stock 22,500 $0.00 45,000 D
Explanation of Responses:
1. 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 twenty-five percent (25%) of the total number of RSUs on July 1, 2019, twenty-five percent (25%) of the total number of RSUs on January 1, 2020, and the remaining fifty percent (50%) of the total number of RSUs on the second anniversary, in each case, subject to the Reporting Person's continued employment or service relationship with the Issuer through the applicable vesting date.
2. Includes a total of 1,657 shares of the Issuer's common stock acquired pursuant to the Issuer's Employee Stock Purchase Plan.
3. The shares are directly held by the 1994 Smither Family Trust, as Amended and Restated in 2014.
4. 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.
5. 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.
Remarks:
/s/ Timothy K. Andrews, attorney-in-fact for John W. Smither 01/03/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
		Sienna Biopharmaceuticals, Inc.

			Power of Attorney

    Know all by these presents, that the undersigned hereby 
constitutes and appoints each of (i) the Chief Executive Officer 
of Sienna Biopharmaceuticals, Inc., a Delaware corporation (the 
"Company"), who is currently Frederick C. Beddingfield III, (ii) 
the Company's Chief Financial Officer, who is currently John W. 
Smither, and (iii) the Company's General Counsel, who is 
currently Timothy K. Andrews, and their respective successors 
(including anyone serving in such capacities on an interim or 
acting basis), signing singly, with full powers of substitution, 
as the undersigned's true and lawful attorney-in-fact to:


1.   prepare, execute in the undersigned's name and on the 
     undersigned's behalf, and submit to the U.S. Securities and 
     Exchange Commission (the "SEC") a Form ID, including 
     amendments thereto, and any other documents necessary or 
     appropriate to obtain codes and passwords enabling the 
     undersigned to make electronic filings with the SEC of 
     reports required by Section 16(a) of the Securities 
     Exchange Act of 1934 or any rule or regulation of the SEC;


2.   execute for and on behalf of the undersigned, in the 
     undersigned's capacity as an officer and/or director of the 
     Company, Forms
 3, 4, and 5 and any amendments thereto in 
     accordance with Section 16(a) of the Securities Exchange 
     Act of 1934 and the rules thereunder;


3.   do and perform any and all acts for and on behalf of the 
     undersigned which may be necessary or desirable to complete 
     and execute any such Form 3, 4, or 5, complete and execute 
     any amendment or amendments thereto, and timely file such 
     form with the SEC and any stock exchange or similar 
     authority; and


4.   take any other action of any type whatsoever in connection 
     with the foregoing which, in the opinion of such attorney-
     in-fact, may be of benefit to, in the best interest of, or 
     legally required by, the undersigned, it being understood 
     that the documents executed by such attorney-in-fact on 
     behalf of the undersigned pursuant to this Power of 
     Attorney shall be in such form and shall contain such terms 
     and conditions as such attorney-in-fact may approve in such 
     attorney-in-fact's discretion.


    The undersigned hereby grants to each such attorney-in-fact 
full power and authority to do and perform any and every act and 
thing whatsoever requisite, necessary, or proper to be done in 
the exercise of any of the rights and powers herein granted, as 
fully to all intents and purposes as the undersigned might or 
could do if personally present, with full power of substitution 
or revocation, hereby ratifying and confirming all that such 
attorney-in-fact, or such attorney-in-fact's substitute or 
substitutes, shall lawfully do or cause to be done by virtue of 
this power of attorney and the rights and powers herein granted. 
The undersigned acknowledges that the foregoing attorneys-in-
fact, in serving in such capacity at the request of the 
undersigned, are not assuming, nor is the Company assuming, any 
of the undersigned's responsibilities to comply with Section 16 
of the Securities Exchange Act of 1934.


    This Power of Attorney shall remain in full force and 
effect until the undersigned is no longer required to file Forms 
3, 4, and 5 with respect to the undersigned's holdings of and 
transactions in securities issued by the Company, unless earlier 
revoked by the undersigned in a signed writing delivered to the 
foregoing attorneys-in-fact.


    IN WITNESS WHEREOF, the undersigned has caused this Power 
of Attorney to be executed as of this 16th day of April, 2018.

				/s/ John W. Smither		
				By: John W. Smither