SEC Form SC 13G/A filed by Tempest Therapeutics Inc. (Amendment)

 

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CUSIP No.  87978U108

SCHEDULE 13G/A

Page 4 of 9 Pages

 

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Not Applicable.

	(a)	¨	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
	(b)	¨	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
	(c)	¨	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
	(d)	¨	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
	(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	¨	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	¨	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
	(h)	¨	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	¨	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	¨	A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
	(k)	¨	A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

As of the date of this filing and as of the Event Date, the Reporting Persons may be deemed to be the beneficial owners of 823,654 Shares, which amount includes 750,000 Shares directly beneficially owned by the Master Fund, and 73,654 Shares directly beneficially owned by Four Pines. The percent of class is determined by dividing the number of Shares beneficially owned by the Reporting Persons by 10,517,099 as reported on the Issuer’s Form 10-Q filed on November 8, 2022.

(a) Amount beneficially owned:

Rock Springs Capital Management LP: 823,654

Rock Springs Capital LLC: 823,654

Rock Springs Capital Master Fund LP: 750,000

 

(b) Percent of class:

Rock Springs Capital Management LP: 7.83%

Rock Springs Capital LLC: 7.83%

Rock Springs Capital Master Fund LP: 7.13%%

 

(c) Number of shares as to which the person has:

 

(i) Sole power to vote or to direct the vote:

Rock Springs Capital Management LP: 0

Rock Springs Capital LLC: 0

Rock Springs Capital Master Fund LP: 0

 

(ii) Shared power to vote or to direct the vote:

Rock Springs Capital Management LP: 823,654

Rock Springs Capital LLC: 823,654

Rock Springs Capital Master Fund LP: 750,000

 

(iii) Sole power to dispose or to direct the disposition of:

Rock Springs Capital Management LP: 0

Rock Springs Capital LLC: 0

Rock Springs Capital Master Fund LP: 0

 

(iv) Shared power to dispose or to direct the disposition of:

Rock Springs Capital Management LP: 823,654

Rock Springs Capital LLC: 823,654

Rock Springs Capital Master Fund LP: 750,000

 

Item 5. Ownership of Five Percent or Less of a Class

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

 

Item 6. Ownership of More Than Five Percent on Behalf of Another Person

 

See disclosure in Items 2 and 4 hereof. Certain funds listed in Item 2(a) are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares covered by this Statement that may be deemed to be beneficially owned by the Reporting Persons.

 

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

 

Please see response to Item 2.

Item 8. Identification and Classification of Members of the Group

 

Not Applicable.

Item 9. Notice of Dissolution of Group

 

Not Applicable.

Item 10. Certification