Samuel Whiting - Jun 25, 2021 Form 4 Insider Report for Millendo Therapeutics, Inc. (TPST)

Role: Chief Medical Officer
Signature: /s/ Pierre Lorenzo, attorney-in-fact for Samuel Whiting
Stock symbol: TPST
Transactions as of: Jun 25, 2021
Transactions value $: $0
Form type: 4
Date filed: 6/30/2021, 04:16 PM
Next filing: Jan 6, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TPST	Common Stock	Award		+201			201	Jun 25, 2021	Direct	F1

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		+61.9K			61.9K	Jun 25, 2021	Common Stock	61.9K	$5.90	Direct	F1, F2
transaction	TPST	Stock Option (Right to Buy)	Award		+3.02K			3.02K	Jun 25, 2021	Common Stock	3.02K	$10.25	Direct	F1, F3
transaction	TPST	Stock Option (Right to Buy)	Award		+540K			540K	Jun 25, 2021	Common Stock	540K	$26.40	Direct	F1, F4

* 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 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.
F3	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.
F4	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.