Tempest Therapeutics (TPST) Form 4 Millendo Therapeutics / MICHAEL RAAB ownership change

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^*

RAAB MICHAEL

(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
Millendo Therapeutics, Inc. [ TPST ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2021

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

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
Stock Option (Right to Buy)	$4.97	06/25/2021		A		16,784		(2)	12/18/2028	Common Stock	16,784	(1)	16,784	D
Stock Option (Right to Buy)	$5.9	06/25/2021		A		9,660		(3)	03/29/2030	Common Stock	9,660	(1)	9,660	D
Stock Option (Right to Buy)	$10.25	06/25/2021		A		4,830		(4)	03/09/2031	Common Stock	4,830	(1)	4,830	D

Explanation of Responses:

1. 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."

2. These stock options vest in a series of 48 equal monthly installments measured from the vesting commencement date of January 1, 2019, subject to the reporting person's continued service. These stock options provide for an early exercise provision of unvested shares, subject to the Issuer's right to repurchase.

3. 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.

4. 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.

	/s/ Pierre Lorenzo, attorney-in-fact for Michael Raab	06/29/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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