Sec Form 3 Filing - Versant Venture Capital VI, L.P. @ Tempest Therapeutics, Inc. - 2021-06-25

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FORM 3
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
Versant Venture Capital VI, L.P.
2. Issuer Name and Ticker or Trading Symbol
Tempest Therapeutics, Inc. [ TPST]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
ONE SANSOME STREET, SUITE 3630,
3. Date of Earliest Transaction (MM/DD/YY)
06/25/2021
(Street)
SAN FRANCISCO, CA94104
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 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 )
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
Versant Venture Capital VI, L.P.
ONE SANSOME STREET, SUITE 3630
SAN FRANCISCO, CA94104
X
Versant Ventures VI GP, L.P.
ONE SANSOME STREET, SUITE 3630
SAN FRANCISCO, CA94104
X
Versant Ventures VI GP-GP, LLC
ONE SANSOME STREET, SUITE 3630
SAN FRANCISCO, CA94104
X
Versant Venture Capital IV, L.P.
ONE SANSOME STREET
SUITE 3630
SAN FRANCISCO, CA94104
X
Versant Ventures IV, LLC
ONE SANSOME STREET
SUITE 3630
SAN FRANCISCO, CA94104
X
Versant Side Fund IV, L.P.
ONE SANSOME STREET
SUITE 3630
SAN FRANCISCO, CA94104
X
Signatures
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
Signature of Reporting Person Date
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
Signature of Reporting Person Date
Versant Ventures VI GP-GP, LLC, By: /s/ Robin L. Praeger Its: Managing Director 07/06/2021
Signature of Reporting Person Date
Versant Ventures IV, LLC, By: /s/ Robin L. Praeger Its: Managing Director 07/06/2021
Signature of Reporting Person Date
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
Signature of Reporting Person Date
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
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.

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