Statement of Changes in Beneficial Ownership (4)
May 03 2022 - 5:41PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Versant Venture Capital VI, L.P. |
2. Issuer Name and Ticker or Trading Symbol
Tempest Therapeutics, Inc.
[
TPST
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
ONE SANSOME STREET, SUITE 3630 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/29/2022 |
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(Street)
SAN FRANCISCO, CA 94104
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | | | | | | | | 997940 | D (1) | |
| Common Stock | | | | | | | | 1171094 | I | See Footnote (2) |
| Common Stock | | | | | | | | 7377 | I | See Footnote (3) |
| Common Stock | | | | | | | | 2118644 | I | See Footnote (4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
| Explanation of Responses: |
| (1) | These shares are held of record 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. Thomas Woiwode, a member of the Issuer's board of directors, is a managing director of VV VI GP-GP and may be deemed to share voting and dispositive power over the shares held by VVC VI. Each of VV VI GP-GP, VV VI GP and Thomas Woiwode disclaim beneficial ownership of such securities, except to the extent of their respective pecuniary interests therein. Thomas Woiwode is a director of the Issuer and, accordingly, files separate Section 16 reports. |
| (2) | 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. Thomas Woiwode, a member of the Issuer's board of directors, is a managing director of VV IV and may be deemed to share voting and dispositive power over the shares held by VVC IV. Each of VV IV and Thomas Woiwode disclaim beneficial ownership of such securities, except to the extent of their respective pecuniary interests therein. Thomas Woiwode is a director of the Issuer and, accordingly, files separate Section 16 reports. |
| (3) | These shares are held of record by Versant Side Fund IV, L.P. ("VSF IV"). VV IV is the general partner of VSF IV. Thomas Woiwode, a member of the Issuer's board of directors, is a managing director of VV IV and may be deemed to share voting and dispositive power over the shares held by VSF IV. Each of VV IV and Thomas Woiwode disclaim beneficial ownership of such securities, except to the extent of their respective pecuniary interests therein. Thomas Woiwode is a director of the Issuer and, accordingly, files separate Section 16 reports. |
| (4) | These shares are held of record by Versant Vantage II, L.P. ("Vantage II") and the acquisition of which was reported on a Form 3 filed by Vantage II and its general partner entities on the date hereof. Versant Vantage II GP, L.P. ("Vantage II GP") is the general partner of Vantage II, and Versant Vantage II GP-GP, LLC ("Vantage II GP-GP") is the general partner of Vantage II GP. Thomas Woiwode, a member of the Issuer's board of directors, is a managing director of Vantage II GP-GP and may be deemed to share voting and dispositive power over the shares held by Vantage II. Each of Vantage II GP-GP, Vantage II GP and Thomas Woiwode disclaim beneficial ownership of such securities, except to the extent of their respective pecuniary interests therein. Thomas Woiwode is a director of the Issuer and, accordingly, files separate Section 16 reports. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Versant Venture Capital VI, L.P.
ONE SANSOME STREET
SUITE 3630
SAN FRANCISCO, CA 94104 |
| X |
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Versant Ventures VI GP, L.P.
ONE SANSOME STREET
SUITE 3630
SAN FRANCISCO, CA 94104 |
| X |
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Versant Ventures VI GP-GP, LLC
ONE SANSOME STREET
SUITE 3630
SAN FRANCISCO, CA 94104 |
| X |
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Versant Vantage II, L.P.
ONE SANSOME STREET
SUITE 3630
SAN FRANCISCO, CA 94104 |
| X |
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Versant Vantage II GP, L.P.
ONE SANSOME STREET
SUITE 3630
SAN FRANCISCO, CA 94104 |
| X |
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Versant Vantage II GP-GP, LLC
ONE SANSOME STREET
SUITE 3630
SAN FRANCISCO, CA 94104 |
| X |
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Versant Ventures IV, LLC
ONE SANSOME STREET
SUITE 3630
SAN FRANCISCO, CA 94104 |
| X |
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Versant Venture Capital IV, L.P.
ONE SANSOME STREET
SUITE 3630
SAN FRANCISCO, CA 94104 |
| X |
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Versant Side Fund IV, L.P.
ONE SANSOME STREET
SUITE 3630
SAN FRANCISCO, CA 94104 |
| X |
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Signatures
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| /s/ Versant Venture Capital VI, L.P. By: Versant Ventures VI GP, L.P. Its: General Partner By: Versant Ventures VI GP-GP, LLC Its: General Partner By: Robin L. Praeger Its: Managing Director | | 5/3/2022 |
| **Signature of Reporting Person | Date |
| /s/ Versant Ventures VI GP, L.P. By: Versant Ventures VI GP-GP, LLC Its: General Partner By: Robin L. Praeger Its: Managing Director | | 5/3/2022 |
| **Signature of Reporting Person | Date |
| /s/ Versant Ventures VI GP-GP, LLC By: Robin L. Praeger Its: Managing Director | | 5/3/2022 |
| **Signature of Reporting Person | Date |
| /s/ Versant Vantage II, L.P. By: Versant Vantage II GP, L.P. Its: General Partner By: Versant Vantage II GP-GP, LLC Its: General Partner By: Robin L. Praeger Its: Managing Director | | 5/3/2022 |
| **Signature of Reporting Person | Date |
| /s/ Versant Vantage II GP, L.P. By: Versant Vantage II GP-GP, LLC Its: General Partner By: Robin L. Praeger Its: Managing Director | | 5/3/2022 |
| **Signature of Reporting Person | Date |
| /s/ Versant Vantage II GP-GP, LLC By: Robin L. Praeger Its: Managing Director | | 5/3/2022 |
| **Signature of Reporting Person | Date |
| /s/ Versant Ventures IV, LLC By: Robin L. Praeger Its: Managing Director | | 5/3/2022 |
| **Signature of Reporting Person | Date |
| /s/ Versant Venture Capital IV, L.P. By: Versant Ventures IV, LLC Its: General Partner By: Robin L. Praeger Its: Managing Director | | 5/3/2022 |
| **Signature of Reporting Person | Date |
| /s/ Versant Side Fund IV, L.P. By: Versant Ventures IV, LLC Its: General Partner By: Robin L. Praeger Its: Managing Director | | 5/3/2022 |
| **Signature of Reporting Person | Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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