FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 04/29/2022 |
3. Issuer Name and Ticker or Trading Symbol
Tempest Therapeutics, Inc. [ TPST ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 2,118,644(1) | D(2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Represents shares acquired pursuant to a Securities Purchase Agreement dated April 26, 2022 between the Issuer, Versant Vantage II, L.P. ("Vantage II") and certain other investors. Not included on this Form 3 are an additional 997,940 shares of Common Stock held by Versant Venture Capital VI, L.P. ("VVC VI"), 1,171,094 shares of Common Stock held by Versant Venture Capital IV, L.P. ("VVC IV") and 7,377 shares of Common Stock held by Versant Side Fund IV, L.P. ("VSF IV"). Vantage II, VVC VI, VVC IV and VSF IV, along with their respective general partner entities, have filed a Form 4 on the date hereof reporting their respective holdings in a consolidated filing. |
2. These shares are held of record by Vantage II. 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. |
Remarks: |
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: /s/ Robin L. Praeger Its: Managing Director | 05/03/2022 | |
Versant Vantage II GP, L.P., By: Versant Vantage II GP-GP, LLC Its: General Partner, By: /s/ Robin L. Praeger Its: Managing Director | 05/03/2022 | |
Versant Vantage II GP-GP, LLC, By: /s/ Robin L. Praeger Its: Managing Director | 05/03/2022 | |
** 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 5 (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 Number. |