Form Type: 4

SEC EDGAR Link
Accession Number:0001140361-21-022786
Date:2021-06-25
Issuer: MILLENDO THERAPEUTICS, INC. (TPST)
Original Submission Date:

Reporting Person:

XU STELLA
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 579,710 a $0.00 579,710 indirect f2,f3
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 quan venture fund i, l.p. ("quan capital"). the general partner of quan capital is quan venture partners i, l.l.c. the reporting person is a manager of quan venture partners i, l.l.c. and shares the ultimate power to vote or dispose of the shares held by quan capital. the reporting person disclaims beneficial ownership of the shares held by quan capital, except to the extent of any pecuniary interest.
f3 each of quan capital and the reporting person disclaims beneficial ownership of the securities reported herein for purposes of rule 16a-1(a) under the securities exchange act of 1934, as amended (the "exchange act"), except to the extent of its or her pecuniary interest therein, if any. this report on form 4 shall not be deemed an admission the reporting person is a beneficial owner of such securities for the purpose of section 16 of the exchange act, or for any other purpose.
f4 this amount includes 104,176 shares that were acquired upon conversion of 3,235,294 shares of tempest, which quan capital 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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