Sec Form 4 Filing - ALDRICH RICHARD @ Millendo Therapeutics, Inc. - 2018-12-07

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
ALDRICH RICHARD
2. Issuer Name and Ticker or Trading Symbol
Millendo Therapeutics, Inc. [ MLND]
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)
C/O MILLENDO THERAPEUTICS, INC., 301 N. MAIN ST., SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
12/07/2018
(Street)
ANN ARBOR, MI48104
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 12/07/2018 A( 1 ) 755 ( 2 ) A $ 0 ( 1 ) 6,169 ( 2 ) D
Common Stock 22,000 ( 2 ) I By Little Eagles, LLC ( 3 )
Common Stock 44,546 ( 2 ) I By Richard H. Aldrich 2005 Revocable Trust ( 4 )
Common Stock 64,137 ( 2 ) I By Longwood Fund III LP ( 5 )
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
ALDRICH RICHARD
C/O MILLENDO THERAPEUTICS, INC.
301 N. MAIN ST., SUITE 100
ANN ARBOR, MI48104
X
Signatures
/s/ Jonathan Gillis, Attorney-in-Fact 12/11/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares reported on this Form 4 were issued to the Reporting Person, who elected to take shares in lieu of $10,625 of cash compensation for services as a director and committee member, pursuant to the Issuer's non-employee director compensation plan.
( 2 )Reflects the reverse stock split of Millendo common stock, effective as of December 7, 2018.
( 3 )The owners of Little Eagles, LLC are Richard H. Aldrich Irrevocable Trust of 2011 and trusts established for the benefit of Mr. Aldrich's minor children. The trustees of Richard H. Aldrich Irrevocable Trust of 2011 are Mr. Aldrich's spouse, Nichole A. Aldrich, and Mr. Aldrich's brother, Caleb F. Aldrich. The beneficiaries of Richard H. Aldrich Irrevocable Trust of 2011 are Mr. Aldrich's minor children. Mr. Aldrich disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein.
( 4 )The trustee of the Richard H. Aldrich 2005 Revocable Trust is the Reporting Person and he exercises sole voting and investment power over the shares of record held by the trust.
( 5 )The securities in this line are held directly by Longwood Fund III LP. Longwood Fund III GP, LLC is the general partner of Longwood Fund III LP. Voting and investment power with respect to the shares held by Longwood Fund III LP are vested in Richard Aldrich and Christoph Westphal, M.D., Ph.D. (collectively, the "Managers"), the managers of Longwood Fund III GP, LLC. Each of the Managers disclaims beneficial ownership of the shares held by Longwood Fund III LP, except to the extent of their respective pecuniary interest therein, and the inclusion of these shares in the report shall not be deemed an admission of beneficial ownership of the shares for the purposes of Section 16 or for any other purpose.

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).
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