Statement of Changes in Beneficial Ownership (4)
June 30 2021 - 4:17PM
Edgar (US Regulatory)
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 OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
1. Name and Address of Reporting Person
*
Whiting Samuel |
2. Issuer Name and Ticker or Trading Symbol
Millendo Therapeutics, Inc.
[
TPST
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Medical Officer |
(Last)
(First)
(Middle)
7000 SHORELINE COURT, SUITE 275 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/25/2021 |
(Street)
SOUTH SAN FRANCISCO, CA 94080
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
1.Title of Security (Instr. 3)
|
2. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. 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 | 6/25/2021 | | A | | 201 | A | (1) | 201 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 |
Stock Option (Right to Buy) | $5.9 | 6/25/2021 | | A | | 61945 | | (2) | 11/15/2030 | Common Stock | 61945 | (1) | 61945 | D | |
Stock Option (Right to Buy) | $10.25 | 6/25/2021 | | A | | 3018 | | (3) | 3/9/2031 | Common Stock | 3018 | (1) | 3018 | D | |
Stock Option (Right to Buy) | $26.4 | 6/25/2021 | | A | | 540231 | | (4) | 4/28/2031 | Common Stock | 540231 | (1) | 540231 | D | |
Explanation of Responses: |
(1) | 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." |
(2) | One-fourth of the shares underlying this option vest on November 16, 2021, and the remaining shares vest in a series of 36 equal monthly installments thereafter, 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 Tempest terminates the reporting person's employment without cause or the reporting person resigns for good reason, then the vesting of all of the shares subject to this option will be immediately accelerated such that all shares 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. |
(3) | 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. |
(4) | 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. |
Reporting Owners
|
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Whiting Samuel 7000 SHORELINE COURT SUITE 275 SOUTH SAN FRANCISCO, CA 94080 |
|
| Chief Medical Officer |
|
Signatures
|
/s/ Pierre Lorenzo, attorney-in-fact for Samuel Whiting | | 6/30/2021 |
**Signature of Reporting Person | Date |
Millendo Therapeutics (NASDAQ:MLND)
Historical Stock Chart
From Aug 2024 to Sep 2024
Millendo Therapeutics (NASDAQ:MLND)
Historical Stock Chart
From Sep 2023 to Sep 2024