Sec Form 4 Filing - Versant Ventures V, LLC @ Turnstone Biologics Corp. - 2023-07-25

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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
Versant Ventures V, LLC
2. Issuer Name and Ticker or Trading Symbol
Turnstone Biologics Corp. [ TSBX]
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 1650
3. Date of Earliest Transaction (MM/DD/YY)
07/25/2023
(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 07/25/2023 C 2,528,864 A 2,528,864 I By Versant Venture Capital V, L.P. ( 2 )
Common Stock 07/25/2023 C 192,458 A 192,458 I By Versant Venture Capital V (Canada) LP ( 3 )
Common Stock 07/25/2023 C 84,313 A 84,313 I By Versant Ophthalmic Affiliates Fund I, L.P. ( 4 )
Common Stock 07/25/2023 C 76,067 A 76,067 I By Versant Affiliates Fund V, L.P. ( 5 )
Common Stock 07/25/2023 C 274,990 A 274,990 I By Versant Vantage II, L.P. ( 6 )
Common Stock 07/25/2023 P 197,458 A $ 12 2,726,322 I By Versant Venture Capital V, L.P. ( 2 )
Common Stock 07/25/2023 P 15,028 A $ 12 207,486 I By Versant Venture Capital V (Canada) LP ( 3 )
Common Stock 07/25/2023 P 6,575 A $ 12 90,888 I By Versant Ophthalmic Affiliates Fund I, L.P. ( 4 )
Common Stock 07/25/2023 P 5,939 A $ 12 82,006 I By Versant Affiliates Fund V, L.P. ( 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
Series A Preferred Stock ( 1 ) 07/25/2023 C 7,897,999 ( 1 ) ( 1 ) Common Stock 988,832 $ 0 0 I By Versant Venture Capital V, L.P. ( 2 )
Series A Preferred Stock ( 1 ) 07/25/2023 C 601,077 ( 1 ) ( 1 ) Common Stock 75,255 $ 0 0 I By Versant Venture Capital V (Canada) LP ( 3 )
Series A Preferred Stock ( 1 ) 07/25/2023 C 263,349 ( 1 ) ( 1 ) Common Stock 32,971 $ 0 0 I By Versant Ophthalmic Affiliates Fund I, L.P. ( 4 )
Series A Preferred Stock ( 1 ) 07/25/2023 C 237,575 ( 1 ) ( 1 ) Common Stock 29,744 $ 0 0 I By Versant Affiliates Fund V, L.P. ( 5 )
Series B-1 Preferred Stock ( 1 ) 07/25/2023 C 3,530,789 ( 1 ) ( 1 ) Common Stock 442,055 $ 0 0 I By Versant Venture Capital V, L.P. ( 2 )
Series B-1 Preferred Stock ( 1 ) 07/25/2023 C 268,711 ( 1 ) ( 1 ) Common Stock 33,642 $ 0 0 I By Versant Venture Capital V (Canada) LP ( 3 )
Series B-1 Preferred Stock ( 1 ) 07/25/2023 C 117,730 ( 1 ) ( 1 ) Common Stock 14,739 $ 0 0 I By Versant Ophthalmic Affiliates Fund I, L.P. ( 4 )
Series B-1 Preferred Stock ( 1 ) 07/25/2023 C 106,208 ( 1 ) ( 1 ) Common Stock 13,297 $ 0 0 I By Versant Affiliates Fund V, L.P. ( 5 )
Series B-2 Preferred Stock ( 1 ) 07/25/2023 C 7,650,043 ( 1 ) ( 1 ) Common Stock 957,787 $ 0 0 I By Versant Venture Capital V, L.P. ( 2 )
Series B-2 Preferred Stock ( 1 ) 07/25/2023 C 582,206 ( 1 ) ( 1 ) Common Stock 72,892 $ 0 0 I By Versant Venture Capital V (Canada) LP ( 3 )
Series B-2 Preferred Stock ( 1 ) 07/25/2023 C 255,081 ( 1 ) ( 1 ) Common Stock 31,936 $ 0 0 I By Versant Ophthalmic Affiliates Fund I, L.P. ( 4 )
Series B-2 Preferred Stock ( 1 ) 07/25/2023 C 230,117 ( 1 ) ( 1 ) Common Stock 28,810 $ 0 0 I By Versant Affiliates Fund V, L.P. ( 5 )
Series C Preferred Stock ( 1 ) 07/25/2023 C 1,119,729 ( 1 ) ( 1 ) Common Stock 140,190 $ 0 0 I By Versant Venture Capital V, L.P. ( 2 )
Series C Preferred Stock ( 1 ) 07/25/2023 C 85,217 ( 1 ) ( 1 ) Common Stock 10,669 $ 0 0 I By Versant Venture Capital V (Canada) LP ( 3 )
Series C Preferred Stock ( 1 ) 07/25/2023 C 37,283 ( 1 ) ( 1 ) Common Stock 4,667 $ 0 0 I By Versant Ophthalmic Affiliates Fund I, L.P. ( 4 )
Series C Preferred Stock ( 1 ) 07/25/2023 C 33,682 ( 1 ) ( 1 ) Common Stock 4,216 $ 0 0 I By Versant Affiliates Fund V, L.P. ( 5 )
Series D Preferred Stock ( 1 ) 07/25/2023 C 2,196,402 ( 1 ) ( 1 ) Common Stock 274,990 $ 0 0 I By Versant Vantage II, L.P. ( 6 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Versant Ventures V, LLC
ONE SANSOME STREET, SUITE 1650
SAN FRANCISCO, CA94104
X
Versant Venture Capital V, L.P.
ONE SANSOME STREET, SUITE 1650
SAN FRANCISCO, CA94104
X
Versant Ophthalmic Affiliates I, L.P.
ONE SANSOME STREET, SUITE 1650
SAN FRANCISCO, CA94104
X
Versant Affiliates Fund V, L.P.
ONE SANSOME STREET, SUITE 1650
SAN FRANCISCO, CA94104
X
Versant Ventures V GP-GP (Canada), Inc.
ONE SANSOME STREET, SUITE 1650
SAN FRANCISCO, CA94104
X
Versant Ventures V (Canada), L.P.
ONE SANSOME STREET, SUITE 1650
SAN FRANCISCO, CA94104
X
Versant Venture Capital V (Canada), LP
ONE SANSOME STREET, SUITE 1650
SAN FRANCISCO, CA94104
X
Versant Vantage II GP-GP, LLC
ONE SANSOME STREET, SUITE 1650
SAN FRANCISCO, CA94104
X
Versant Vantage II GP, L.P.
ONE SANSOME STREET, SUITE 1650
SAN FRANCISCO, CA94104
X
Versant Vantage II, L.P.
ONE SANSOME STREET, SUITE 1650
SAN FRANCISCO, CA94104
X
Signatures
Versant Ventures V, LLC, By /s/ Max Eisenberg, Chief Operating Officer 07/27/2023
Signature of Reporting Person Date
Versant Venture Capital V, L.P., By Versant Ventures V, LLC, its general partner, By /s/ Max Eisenberg, Chief Operating Officer 07/27/2023
Signature of Reporting Person Date
Versant Ophthalmic Affiliates Fund I, L.P., By Versant Ventures V, LLC, its general partner, By /s/ Max Eisenberg, Chief Operating Officer 07/27/2023
Signature of Reporting Person Date
Versant Affiliates Fund V, L.P., By Versant Ventures V, LLC, its general partner, By /s/ Max Eisenberg, Chief Operating Officer 07/27/2023
Signature of Reporting Person Date
Versant Ventures V GP-GP (Canada), Inc., By /s/ Max Eisenberg, Chief Operating Officer 07/27/2023
Signature of Reporting Person Date
Versant Ventures V (Canada), L.P., By Versant Ventures V GP-GP (Canada), Inc., its general partner, By /s/ Max Eisenberg, Chief Operating Officer 07/27/2023
Signature of Reporting Person Date
Versant Venture Capital V (Canada), LP, By Versant Ventures V (Canada), L.P., its general partner, By Versant Ventures V GP-GP (Canada), Inc., its general partner, By /s/ Max Eisenberg, Chief Operating Officer 07/27/2023
Signature of Reporting Person Date
Versant Vantage II GP-GP, LLC, By /s/ Max Eisenberg, Chief Operating Officer 07/27/2023
Signature of Reporting Person Date
Versant Vantage II GP, L.P., By Versant Vantage II GP-GP, LLC, its general partner, By /s/ Max Eisenberg, Chief Operating Officer 07/27/2023
Signature of Reporting Person Date
Versant Vantage II, L.P., By Versant Vantage II GP, L.P., its general partner, By Versant Vantage II GP-GP, LLC, its general partner, By /s/ Max Eisenberg, Chief Operating Officer 07/27/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Series A Preferred Stock, Series B-1 Preferred Stock, Series, Series B-2 Preferred Stock, Series C Preferred Stock and Series D Preferred Stock automatically convert into shares of Common Stock on a 7.9872 for 1 basis immediately prior to the closing of the Issuer's initial public offering for no additional consideration and had no expiration date.
( 2 )Shares are held by Versant Venture Capital V, L.P. ("Versant V"). Versant Ventures V, LLC ("Versant V GP") is the sole general partner of Versant V. Jerel C. Davis is a managing director of Versant V GP and may be deemed to share voting and dispositive power over the shares held by Versant V. Each of the Reporting Persons disclaims beneficial ownership of the shares held by Versant V, except to the extent of its respective pecuniary interest therein. Dr. Davis is a director of the Issuer and files separate Section 16 reports.
( 3 )Shares are held by Versant Venture Capital V (Canada) LP ("Canada V"). Versant Ventures V (Canada), L.P. ("Canada V GP") is the general partner of Canada V and Versant Ventures V GP-GP (Canada), Inc. ("Canada V GP-GP") is the sole general partner of Canada V GP. Jerel C. Davis is a director of Canada V GP-GP and may be deemed to share voting and dispositive power over the shares held by Canada V. Each of the Reporting Persons disclaims beneficial ownership of the shares held by Canada V, except to the extent of its respective pecuniary interest therein. Dr. Davis is a director of the Issuer and files separate Section 16 reports.
( 4 )Shares are held by Versant Ophthalmic Affiliates Fund I, L.P. ("Ophthalmic"). Versant V GP is the sole general partner of Ophthalmic. Jerel C. Davis is a managing director of Versant V GP and may be deemed to share voting and dispositive power over the shares held by Ophthalmic. Each of the Reporting Persons disclaims beneficial ownership of the shares held by Ophthalmic, except to the extent of its respective pecuniary interest therein. Dr. Davis is a director of the Issuer and files separate Section 16 reports.
( 5 )Shares are held by Versant Affiliates Fund V, L.P. ("Affiliates V"). Versant V GP is the sole general partner of Affiliates V. Jerel C. Davis is a managing director of Versant V GP and may be deemed to share voting and dispositive power over the shares held by Affiliates V. Each of the Reporting Persons disclaims beneficial ownership of the shares held by Affiliates, except to the extent of its respective pecuniary interest therein. Dr. Davis is a director of the Issuer and files separate Section 16 reports.
( 6 )Shares held by Versant Vantage II, L.P. ("Vantage II"). Versant Vantage II GP, L.P. ("Vantage II GP") is the sole general partner of Vantage II and Versant Vantage II GP-GP, LLC (Vantage II GP-GP") is the sole general partner of Vantage II GP. Jerel C. Davis is a managing director of Vantage II GP-GP and may be deemed to share voting and dispositive power over the shares held by Vantage II. Each of the Reporting Persons disclaims beneficial ownership of the shares held by Canada V, except to the extent of its respective pecuniary interest therein. Dr. Davis is a director of the Issuer and files separate Section 16 reports.

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