SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Woiwode Thomas

(Last) (First) (Middle)
7000 SHORELINE COURT
SUITE 275

(Street)
SOUTH SAN FRANCISCO CA 94080

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Tempest Therapeutics, Inc. [ TPST ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/29/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 04/29/2022 P(1) 2,118,644 A $2.36 2,118,644 I See Footnote(2)
Common Stock 997,940 I See Footnote(3)
Common Stock 1,171,094 I See Footnote(4)
Common Stock 7,377 I See Footnote(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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. 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.
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. The Reporting Person, 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. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interests therein.
3. 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. The Reporting Person, 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. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interests therein.
4. 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. The Reporting Person, 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. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interests therein.
5. These shares are held of record by Versant Side Fund IV, L.P. ("VSF IV"). VV IV is the general partner of VSF IV. The Reporting Person, 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. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interests therein.
Remarks:
/s/ Robin Praeger, attorney-in-fact for Thomas Woiwode 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 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 Number.