Form Type: 4

SEC EDGAR Link
Accession Number:0001140361-21-022782
Date:2021-06-25
Issuer: MILLENDO THERAPEUTICS, INC. (TPST)
Original Submission Date:

Reporting Person:

WOIWODE THOMAS
7000 SHORELINE COURT
SUITE 275 SOUTH SAN FRANCISCO, CA 94080

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2021-06-25 A 997,940 a $0.00 997,940 f2 indirect f2
COMMON STOCK 2021-06-25 A 1,171,094 a $0.00 1,171,094 f3 indirect f3
COMMON STOCK 2021-06-25 A 7,377 a $0.00 7,377 f4 indirect f4
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
Footnotes
IDfootnote
f1 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."
f2 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. the reporting person 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. the reporting person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interests therein.
f3 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. 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 vvc iv. the reporting person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interests therein.
f4 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. the reporting person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interests therein.
f5 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.
f6 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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