Stephen R. Brady - Jun 25, 2021 Form 4 Insider Report for Millendo Therapeutics, Inc. (TPST)

Role
Chief Executive Officer, Director
Signature
/s/ Pierre Lorenzo, attorney-in-fact for Stephen R. Brady
Stock symbol
TPST
Transactions as of
Jun 25, 2021
Transactions value $
$0
Form type
4
Date filed
6/29/2021, 09:54 PM
Next filing
Jul 16, 2021

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction TPST Stock Option (Right to Buy) Award +110K 110K Jun 25, 2021 Common Stock 110K $4.97 Direct F1, F2, F3
transaction TPST Stock Option (Right to Buy) Award +70.3K 70.3K Jun 25, 2021 Common Stock 70.3K $5.90 Direct F1, F4
transaction TPST Stock Option (Right to Buy) Award +8.05K 8.05K Jun 25, 2021 Common Stock 8.05K $10.25 Direct F1, F5
transaction TPST Stock Option (Right to Buy) Award +1.98M 1.98M Jun 25, 2021 Common Stock 1.98M $26.40 Direct F1, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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."
F2 One-fourth of the shares underlying this option vested on September 9, 2020, 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, 100% of the unvested shares subject to this option vest immediately on the earliest of (i) the date that is 12 months following a change in control of the Issuer, (ii) the date the Issuer terminates the reporting person's status as a service provider upon or following the closing of the change in control for any reason other than cause or the reporting person's death or disability, in each case within the period beginning three months before and ending 12 months after the closing of the change in control, and (iii) the date the reporting person terminates his status as a service provider for good reason within the period beginning three months before and ending 12 months after the closing of the change in control (the "Brady Double-Trigger").
F3 If the successor corporation in a change in control does not assume the Brady Double-Trigger obligation, 100% of the unvested shares subject to this option will vest immediately prior to such change in control.
F4 These stock options vest in a series of 48 equal monthly installments measured from the vesting commencement date of February 20, 2020, 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.
F5 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.
F6 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.