Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
February 14 2024 - 2:12PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Tempest Therapeutics, Inc.
|
(Name of Issuer) |
Common Stock, par value $0.001 per share |
|
(Title of Class of Securities) |
87978U108 |
|
(CUSIP Number) |
|
December 31, 2023 |
(Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
o Rule
13d-1(b)
x Rule
13d-1(c)
o Rule
13d-1(d)
*The remainder of this cover page shall be
filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of
this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
CUSIP No. 87978U108
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SCHEDULE 13G/A
|
Page 2
of 9 Pages
|
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1
|
NAME OF REPORTING PERSONS
Rock Springs Capital Management LP
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
12
|
TYPE OF REPORTING PERSON
IA
|
CUSIP No. 87978U108
|
SCHEDULE 13G/A
|
Page 3
of 9 Pages
|
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1
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NAME OF REPORTING PERSONS
Rock Springs Capital LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
12
|
TYPE OF REPORTING PERSON
OO; HC
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CUSIP No. 87978U108
|
SCHEDULE 13G/A
|
Page 4
of 9 Pages
|
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1
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NAME OF REPORTING PERSONS
Rock Springs Capital Master Fund LP
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
12
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 87978U108
|
SCHEDULE 13G/A
|
Page 5
of 9 Pages
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Item 1. | | (a) Name of Issuer |
Tempest Therapeutics, Inc. (the “Issuer”)
| | (b) Address of Issuer’s Principal
Executive Offices |
2000
Sierra Point Parkway, Suite 400
Brisbane,
California 94005
Item 2. | | (a) Name of Person Filing |
This
Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
i.
Rock Springs Capital Management LP (“RSCM”);
ii.
Rock Springs Capital LLC (“RSC”); and
iii.
Rock Springs Capital Master Fund LP (“Master Fund”).
This
Statement relates to Shares (as defined herein) held directly by the Master Fund, which is a Cayman Island exempted limited
partnership, and Four Pines Master Fund LP (“Four Pines”), which is a Cayman Islands exempted limited
partnership, and indirectly held by RSCM, a Delaware limited partnership, and RSC, a Delaware limited liability company. RSCM
serves as the investment manager to each of the Master Fund and Four Pines. RSC is the general partner of RSCM.
| | (b) Address
of Principal Business Office, or, if none, Residence |
Rock
Springs Capital Management LP and Rock Springs Capital LLC
650 South Exeter, Suite 1070
Baltimore, MD 21202
Rock
Springs Capital Master Fund LP
c/o Walkers Corporate Limited
190
Elgin Avenue
George Town, Grand Cayman, KY1-9008, Cayman Islands
Rock
Springs Capital Management LP - Delaware
Rock
Springs Capital LLC - Delaware
Rock
Springs Capital Master Fund LP - Cayman Islands
| | (d) Title of Class of Securities |
Common
Stock, par value $0.001 per share (the “Shares”)
87978U108
CUSIP No. 87978U108
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SCHEDULE 13G/A
|
Page 6
of 9 Pages
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Item 3. If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
Not Applicable. |
|
(a) |
¨ |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
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(b) |
¨ |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
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(c) |
¨ |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
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(d) |
¨ |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
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(e) |
o |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
¨ |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
¨ |
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
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(h) |
¨ |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
¨ |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3); |
|
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(j) |
¨ |
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
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(k) |
¨ |
A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution: |
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CUSIP
No. 87978U108
|
SCHEDULE 13G/A
|
Page
7 of 9 Pages
|
Item
4. Ownership
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified
in Item 1.
As of the date
of this filing and as of the Event Date, the Reporting Persons may be deemed to be the beneficial owners of 0 Shares, which
amount includes 0 Shares directly beneficially owned by the Master Fund, and 0 Shares directly beneficially owned by Four
Pines. The percent of class is determined by dividing the number of Shares beneficially owned by the Reporting Persons by
19,247,495 as reported on the Issuer’s Form 10-Q filed on November 8, 2023.
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