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.