SEC Form 3: Versant Venture Capital VI, L.P. claimed ownership of 2,176,411 units of Common Stock
$MLND
Major Pharmaceuticals
Health Care
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/25/2021 |
3. Issuer Name and Ticker or Trading Symbol
Tempest Therapeutics, Inc. [ TPST ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 997,940(1) | D(2) | |
| Common Stock | 1,171,094(1)(5) | I(3) | By Versant Venture Capital IV, L.P.(3) |
| Common Stock | 7,377(1)(6) | I(4) | By Versant Side Fund IV, L.P.(4) |
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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 Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. In connection with the merger of Millendo Therapeutics, Inc. ("Millendo") and private company Tempest Therapeutics, Inc. ("Tempest"), pursuant to the Agreement and Plan of Merger dated March 29, 2021 (the "Merger Agreement"), which closed on June 25, 2021 ("Closing"), each share of Tempest's common stock converted into the right to receive approximately 0.0322 shares of Millendo common stock. The Exchange Ratio gives effect to the 15-to-1 reverse stock split of Millendo's common stock. On the Closing date, the closing price of Millendo common stock was $1.06 (unadjusted). Upon Closing, Millendo was renamed "Tempest Therapeutics, Inc." |
| 2. These shares are held of record held by Versant Venture Capital VI, L.P. ("VVC VI"). Versant Ventures VI GP, L.P. ("VV VI GP") is the general partner of VVC VI, and Versant Ventures VI GP-GP, LLC ("VV VI GP-GP") is the general partner of VV VI GP. Thomas Woiwode, a member of the issuer's board of directors, is a managing member of VV VI GP-GP and may be deemed to share voting and dispositive power over the shares held by VVC VI. Each of VV VI GP, VV VI GP-GP and Thomas Woiwode disclaims beneficial ownership of such securities, except to the extent of any pecuniary interests therein. Thomas Woiwode is a director of the issuer, and accordingly files separate Section 16 reports. |
| 3. These shares are held of record by Versant Venture Capital IV, L.P. ("VVC IV"). Versant Ventures IV, LLC ("VV IV") is the general partner of VVC IV. Thomas Woiwode, a member of the issuer's board of directors, is a managing member of VV IV and may be deemed to share voting and dispositive power over the shares held by VVC IV. Each of VV IV and Thomas Woiwode disclaims beneficial ownership of such securities, except to the extent of any pecuniary interests therein. Thomas Woiwode is a director of the issuer, and accordingly files separate Section 16 reports. |
| 4. These shares are held of record by Versant Side Fund IV, L.P. ("VSF IV"). VV IV is the general partner of VSF IV. The Reporting Person is a managing member of VV IV and may be deemed to share voting and dispositive power over the shares held by VSF IV. Thomas Woiwode, a member of the issuer's board of directors, is a managing member of VV IV and may be deemed to share voting and dispositive power over the shares held by VSF IV. Each of VV IV and Thomas Woiwode disclaims beneficial ownership of such securities, except to the extent of any pecuniary interests therein. Thomas Woiwode is a director of the issuer, and accordingly files separate Section 16 reports. |
| 5. This amount includes 301,161 shares that were acquired upon conversion of 9,352,838 shares of Tempest, which VVC IV agreed to purchase at a purchase price of $0.85 per share pursuant to a Funding Agreement with Tempest, which was conditioned upon the satisfaction or waiver of the conditions to Closing. |
| 6. This amount includes 1,897 shares that were acquired upon conversion of 58,927 shares of Tempest, which VSF IV agreed to purchase at a purchase price of $0.85 per share pursuant to a Funding Agreement with Tempest, which was conditioned upon the satisfaction or waiver of the conditions to Closing. |
| Versant Venture Capital VI, L.P., By: Versant Ventures VI GP, L.P. Its: General Partner, By: Versant Ventures VI GP-GP, LLC Its: General Partner, By: /s/ Robin L. Praeger Its: Managing Director | 07/06/2021 | |
| Versant Ventures VI GP, L.P., By: Versant Ventures VI GP-GP, LLC Its: General Partner, By: /s/ Robin L. Praeger Its: Managing Director | 07/06/2021 | |
| Versant Ventures VI GP-GP, LLC, By: /s/ Robin L. Praeger Its: Managing Director | 07/06/2021 | |
| Versant Ventures IV, LLC, By: /s/ Robin L. Praeger Its: Managing Director | 07/06/2021 | |
| Versant Venture Capital IV, L.P., By: /s/ Versant Ventures IV, LLC, its general partner, By: Robin L. Praeger Its: Managing Director | 07/06/2021 | |
| Versant Side Fund IV, L.P., By: /s/ Versant Ventures IV, LLC, its general partner, By: Robin L. Praeger Its: Managing Director | 07/06/2021 | |
| ** 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 5 (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. | ||