Sec Form 4 Filing - Xu Stella @ Millendo Therapeutics, Inc. - 2021-06-25

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Xu Stella
2. Issuer Name and Ticker or Trading Symbol
Millendo Therapeutics, Inc. [ TPST]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
7000 SHORELINE COURT, SUITE 275
3. Date of Earliest Transaction (MM/DD/YY)
06/25/2021
(Street)
SOUTH SAN FRANCISCO, CA94080
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 06/25/2021 A 579,710 ( 4 ) A 579,710 I By Quan Venture Fund I, L.P. ( 2 ) ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Xu Stella
7000 SHORELINE COURT
SUITE 275
SOUTH SAN FRANCISCO, CA94080
X
Signatures
/s/ Pierre Lorenzo, attorney-in-fact for Stella Xu 06/29/2021
Signature of Reporting Person Date
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 Quan Venture Fund I, L.P. ("Quan Capital"). The general partner of Quan Capital is Quan Venture Partners I, L.L.C. The Reporting Person is a manager of Quan Venture Partners I, L.L.C. and shares the ultimate power to vote or dispose of the shares held by Quan Capital. The Reporting Person disclaims beneficial ownership of the shares held by Quan Capital, except to the extent of any pecuniary interest.
( 3 )Each of Quan Capital and the Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or her pecuniary interest therein, if any. This report on Form 4 shall not be deemed an admission the Reporting Person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
( 4 )This amount includes 104,176 shares that were acquired upon conversion of 3,235,294 shares of Tempest, which Quan Capital 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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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