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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
Azoy Alexander

(Last) (First) (Middle)
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)
08/06/2019
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 08/06/2019 A 70,000 A (1) 105,948 D
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) $20.19 08/06/2019 D(2) 25,000 (3) 12/01/2027 Common Stock 25,000 (2) 0.00 D
Stock Options (Right to buy) $15.08 08/06/2019 D(2) 5,600 (4) 06/01/2028 Common Stock 5,600 (2) 0.00 D
Stock Options (Right to buy) $2.37 08/06/2019 D(2) 20,000 (5) 04/01/2029 Common Stock 20,000 (2) 0.00 D
Stock Options (Right to buy) $2.32 08/06/2019 D(2) 8,750 (6) 01/01/2029 Common Stock 8,750 (2) 0.00 D
Stock Options (Right to buy) $2.32 08/06/2019 D(2) 8,750 (7) 01/01/2029 Common Stock 8,750 (2) 0.00 D
Stock Options (Right to buy) $0.71 08/06/2019 A(2) 25,000 (3) 12/01/2027 Common Stock 25,000 (2) 25,000 D
Stock Options (Right to buy) $0.71 08/06/2019 A(2) 5,600 (4) 06/01/2028 Common Stock 5,600 (2) 5,600 D
Stock Options (Right to buy) $0.71 08/06/2019 A(2) 8,750 (6) 01/01/2029 Common Stock 8,750 (2) 8,750 D
Stock Options (Right to buy) $0.71 08/06/2019 A(2) 8,750 (7) 01/01/2029 Common Stock 8,750 (2) 8,750 D
Stock Options (Right to buy) $0.71 08/06/2019 A(2) 20,000 (5) 04/01/2029 Common Stock 20,000 (2) 20,000 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 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.
2. 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.
3. Twenty-five percent (25%) of the shares subject to the option vest and become exercisable on the first anniversary measured from December 1, 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.
4. 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.
5. Twenty-five percent (25%) of the shares subject to the option vest and become exercisable on October 1,2019, twenty-five percent (25%) of the shares vest and become exercisable on April 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.
6. 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.
7. 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 Alexander Azoy 08/08/2019
** 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 Alexander Azoy, 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 21 day of March, 2019.

/s/ Alexander Azoy			
By: Alexander Azoy