Form Type: 4

SEC EDGAR Link
Accession Number:0001140361-21-022784
Date:2021-06-25
Issuer: MILLENDO THERAPEUTICS, INC. (TPST)
Original Submission Date:

Reporting Person:

DUBENSKY THOMAS W.
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 111,343 a $0.00 111,343 direct
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
STOCK OPTION (RIGHT TO BUY) 4.97 2021-06-25 deemed execution date A 36,263 (a) 2028-10-02 common stock 36,263 $4.97 36,263 direct
STOCK OPTION (RIGHT TO BUY) 5.9 2021-06-25 deemed execution date A 45,988 (a) 2030-03-29 common stock 45,988 $5.90 45,988 direct
STOCK OPTION (RIGHT TO BUY) 10.25 2021-06-25 deemed execution date A 8,050 (a) 2031-03-09 common stock 8,050 $10.25 8,050 direct
STOCK OPTION (RIGHT TO BUY) 26.4 2021-06-25 deemed execution date A 1,000,000 (a) 2031-04-28 common stock 1,000,000 $26.40 1,000,000 direct
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"), (i) each share of tempest's common stock converted into the right to receive approximately 0.0322 shares of millendo common stock (the "exchange ratio"), and (ii) each outstanding and unexercised option to purchase shares of tempest common stock converted into an option to purchase shares of millendo's common stock, with necessary adjustments to reflect the exchange ratio but otherwise the same terms and conditions. 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 all of the shares underlying this option vest upon closing.
f3 these stock options vest in a series of 48 equal monthly installments measured from the vesting commencement date of february 20, 2020, subject to the reporting person's continued service. notwithstanding the foregoing, if, within three months prior to or 12 months following a change in control, the issuer terminates the reporting person's employment without cause or the reporting person resigns for good reasons, then the vesting of all of the shares subject to this option will be immediately accelerated such that all shares subject to the option will be deemed fully vested and exercisable as of the reporting person's last day of employment, provided that the reporting person satisfies certain severance conditions.
f4 these stock options vest in a series of 48 equal monthly installments measured from the vesting commencement date of march 5, 2021, subject to the reporting person's continued service. notwithstanding the foregoing, if, within three months prior to or 12 months following a change in control, the issuer terminates the reporting person's employment without cause or the reporting person resigns for good reasons, then the vesting of all of the shares subject to this option will be immediately accelerated such that all shares subject to the option will be deemed fully vested and exercisable as of the reporting person's last day of employment, provided that the reporting person satisfies certain severance conditions.
f5 these stock options vest in a series of 48 equal monthly installments measured from the vesting commencement date of closing, june 25, 2021, subject to the reporting person's continued service.

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