UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT
TO RULE 13d-2(a)
(Amendment No. 4)*
Tempest Therapeutics, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
87978U108
(CUSIP Number)
Versant Venture Capital VI, L.P.
Max Eisenberg
One Sansome Street, Suite 1650
San Francisco, CA 94104
415-801-8100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 8, 2024
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
| CUSIP No. 87978U108 | 13D |
| 1. | Name of Reporting Persons
Versant Venture Capital VI, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1)
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power
209,941 shares of Common Stock (2) | ||
| 8. | Shared Voting Power
0 | |||
| 9. | Sole Dispositive Power
209,941 shares of Common Stock (2) | |||
| 10. | Shared Dispositive Power
0 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
209,941 shares of Common Stock (2) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
0.8% (3) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | This Schedule 13D is filed by Versant Venture Capital IV, L.P. (“Versant IV”), Versant Side Fund IV, L.P. (“Side Fund IV”), Versant Ventures IV, LLC (“LLC IV”), Versant Venture Capital VI, L.P. (“Versant VI”), Versant Ventures VI GP, L.P. (“GP VI”), Versant Ventures VI GP-GP, LLC (“LLC VI”), Versant Vantage II, L.P. (“Vantage II LP”), Versant Vantage II GP, L.P. (“Vantage II GP”), Versant Vantage II GP-GP, LLC (“Vantage II LLC” and, with Versant IV, Side Fund IV, LLC IV, Versant VI, GP VI, LLC VI, Vantage II LP and Vantage II GP, collectively, the “Reporting Persons”). LLC IV is the general partner of Versant IV and Side Fund IV, and LLC IV has voting, investment and dispositive power over the shares held by each of Versant IV and Side Fund IV. LLC VI is the general partner of GP VI, which is the general partner of Versant VI. Each of LLC VI and GP VI share voting, investment and dispositive power over the shares held by Versant VI. Vantage II LLC is the general partner of Vantage II GP, which is the general partner of Vantage II LP. Each of Vantage II LLC and Vantage II GP share voting, investment and dispositive power over the shares held by Vantage II LP. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | These shares are held by Versant VI. LLC VI is the general partner of GP VI, which is the general partner of Versant VI. Each of LLC VI and GP VI share voting, investment and dispositive power over the shares held by Versant VI and as a result may be deemed to have beneficial ownership over such securities. |
| (3) | Based on 25,207,792 shares of the Issuer’s Common Stock outstanding as of August 5, 2024, as set forth in the Issuer’s quarterly report on Form 10-Q for the quarter ended June 30, 2024, filed with the United States Securities and Exchange Commission (the “Commission”) on August 8, 2024 (the “Form 10-Q”). |
| CUSIP No. 87978U108 | 13D |
| 1. | Name of Reporting Persons
Versant Ventures VI GP, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1)
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power
0 | ||
| 8. | Shared Voting Power
209,941 shares of Common Stock (2) | |||
| 9. | Sole Dispositive Power
0 | |||
| 10. | Shared Dispositive Power
209,941 shares of Common Stock (2) |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
209,941 shares of Common Stock (2) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
0.8% (3) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | These shares are held by Versant VI. LLC VI is the general partner of GP VI, which is the general partner of Versant VI. Each of LLC VI and GP VI share voting, investment and dispositive power over the shares held by Versant VI and as a result may be deemed to have beneficial ownership over such securities. |
| (3) | Based on 25,207,792 shares of the Issuer’s Common Stock outstanding as of August 5, 2024, as set forth in the Form 10-Q. |
| CUSIP No. 87978U108 | 13D |
| 1. | Name of Reporting Persons
Versant Ventures VI GP-GP, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1)
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power
0 | ||
| 8. | Shared Voting Power
209,941 shares of Common Stock (2) | |||
| 9. | Sole Dispositive Power
0 | |||
| 10. | Shared Dispositive Power
209,941 shares of Common Stock (2) |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
209,941 shares of Common Stock (2) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
0.8% (3) | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | These shares are held by Versant VI. LLC VI is the general partner of GP VI, which is the general partner of Versant VI. Each of LLC VI and GP VI share voting, investment and dispositive power over the shares held by Versant VI and as a result may be deemed to have beneficial ownership over such securities. |
| (3) | Based on 25,207,792 shares of the Issuer’s Common Stock outstanding as of August 5, 2024, as set forth in the Form 10-Q. |
| CUSIP No. 87978U108 | 13D |
| 1. | Name of Reporting Persons
Versant Vantage II, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1)
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power
2,118,644 shares of Common Stock (2) | ||
| 8. | Shared Voting Power
0 | |||
| 9. | Sole Dispositive Power
2,118,644 shares of Common Stock (2) | |||
| 10. | Shared Dispositive Power
0 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,118,644 shares of Common Stock (2) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
8.4% (3) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | These shares are held by Vantage II LP. Vantage II LLC is the general partner of Vantage II GP, which is the general partner of Vantage II LP. Each of Vantage II LLC and Vantage II GP share voting, investment and dispositive power over the shares held by Vantage II LP and as a result may be deemed to have beneficial ownership over such securities. |
| (3) | Based on 25,207,792 shares of the Issuer’s Common Stock outstanding as of August 5, 2024, as set forth in the Form 10-Q. |
| CUSIP No. 87978U108 | 13D |
| 1. | Name of Reporting Persons
Versant Vantage II GP, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1)
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power
0 | ||
| 8. | Shared Voting Power
2,118,644 shares of Common Stock (2) | |||
| 9. | Sole Dispositive Power
0 | |||
| 10. | Shared Dispositive Power
2,118,644 shares of Common Stock (2) |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,118,644 shares of Common Stock (2) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
8.4% (3) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | These shares are held by Vantage II LP. Vantage II LLC is the general partner of Vantage II GP, which is the general partner of Vantage II LP. Each of Vantage II LLC and Vantage II GP share voting, investment and dispositive power over the shares held by Vantage II LP and as a result may be deemed to have beneficial ownership over such securities. |
| (3) | Based on 25,207,792 shares of the Issuer’s Common Stock outstanding as of August 5, 2024, as set forth in the Form 10-Q. |
| CUSIP No. 87978U108 | 13D |
| 1. | Name of Reporting Persons
Versant Vantage II GP-GP, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1)
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power
0 | ||
| 8. | Shared Voting Power
2,118,644 shares of Common Stock (2) | |||
| 9. | Sole Dispositive Power
0 | |||
| 10. | Shared Dispositive Power
2,118,644 shares of Common Stock (2) |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,118,644 shares of Common Stock (2) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
8.4% (3) | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | These shares are held by Vantage II LP. Vantage II LLC is the general partner of Vantage II GP, which is the general partner of Vantage II LP. Each of Vantage II LLC and Vantage II GP share voting, investment and dispositive power over the shares held by Vantage II LP and as a result may be deemed to have beneficial ownership over such securities. |
| (3) | Based on 25,207,792 shares of the Issuer’s Common Stock outstanding as of August 5, 2024, as set forth in the Form 10-Q. |
| CUSIP No. 87978U108 | 13D |
| 1. | Name of Reporting Persons
Versant Venture Capital IV, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1)
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power
1,171,094 shares of Common Stock (2) | ||
| 8. | Shared Voting Power
0 | |||
| 9. | Sole Dispositive Power
1,171,094 shares of Common Stock (2) | |||
| 10. | Shared Dispositive Power
0 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,171,094 shares of Common Stock (2) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
4.6% (3) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | These shares are held by Versant IV. LLC IV is the general partner of Versant IV and has voting, investment and dispositive power over the shares held by Versant IV and as a result may be deemed to have beneficial ownership over such securities. |
| (3) | Based on 25,207,792 shares of the Issuer’s Common Stock outstanding as of August 5, 2024, as set forth in the Form 10-Q. |
| CUSIP No. 87978U108 | 13D |
| 1. | Name of Reporting Persons
Versant Side Fund IV, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1)
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power
7,377 shares of Common Stock (2) | ||
| 8. | Shared Voting Power
0 | |||
| 9. | Sole Dispositive Power
7,377 shares of Common Stock (2) | |||
| 10. | Shared Dispositive Power
0 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
7,377 shares of Common Stock (2) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
0.0% (3) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | These shares are held by Side Fund IV. LLC IV is the general partner of Side Fund IV and has voting, investment and dispositive power over the shares held by Side Fund IV and as a result may be deemed to have beneficial ownership over such securities. |
| (3) | Based on 25,207,792 shares of the Issuer’s Common Stock outstanding as of August 5, 2024, as set forth in the Form 10-Q. |
| CUSIP No. 87978U108 | 13D |
| 1. | Name of Reporting Persons
Versant Ventures IV, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ (1)
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power
0 | ||
| 8. | Shared Voting Power
1,178,471 shares of Common Stock (2) | |||
| 9. | Sole Dispositive Power
0 | |||
| 10. | Shared Dispositive Power
1,178,471 shares of Common Stock (2) |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,178,471 shares of Common Stock (2) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
4.7% (3) | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | Includes (i) 1,171,094 shares held by Versant IV; and (ii) 7,377 shares held by Side Fund IV. LLC IV is the general partner of Versant IV and Side Fund IV, and LLC IV has voting, investment and dispositive power over the shares held by each of Versant IV and Side Fund IV and as a result may be deemed to have beneficial ownership over such securities. |
| (3) | Based on 25,207,792 shares of the Issuer’s Common Stock outstanding as of August 5, 2024, as set forth in the Form 10-Q. |
| CUSIP No. 87978U108 | 13D |
Explanatory Note:
This Amendment No. 4 (this “Amendment”) amends and supplements the Schedule 13D originally filed by the Reporting Persons with the Commission on May 9, 2022, as amended by Amendment No. 1 filed with the Commission on November 9, 2023, Amendment No. 2 filed with the Commission on February 8, 2024, and Amendment No. 3 filed with the Commission on May 13, 2024 (collectively, the “Original Schedule 13D”). Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13D remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment have the meanings ascribed to them in the Original Schedule 13D.
Item 5. Interest in Securities of the Issuer
The information reported below is based on a total of 25,207,792 shares of the Issuer’s Common Stock outstanding as of August 5, 2024, as reported on the Issuer’s Form 10-Q.
(a) and (b) See Items 7-11 and 13 of the cover pages of this Amendment for each Reporting Person.
(c) On August 8, 2024, Versant VI sold 400,000 shares of Common Stock at a weighted average price per share of $1.3501 for aggregate proceeds of approximately $540,040.
On August 12, 2024, Versant VI sold 387,999 shares of Common Stock at a weighted average price per share of $1.1005 for aggregate proceeds of approximately $426,993.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
August 12, 2024
| Versant Venture Capital VI, L.P. | ||
| By: | Versant Ventures VI GP, L.P. | |
| Its: | General Partner | |
| By: | Versant Ventures VI GP-GP, LLC | |
| Its: | General Partner | |
| By: | /s/ Max Eisenberg, Chief Operating Officer | |
| Versant Ventures VI GP, L.P. | ||
| By: | Versant Ventures VI GP-GP, LLC | |
| Its: | General Partner | |
| By: | /s/ Max Eisenberg, Chief Operating Officer | |
| Versant Ventures VI GP-GP, LLC | ||
| By: | /s/ Max Eisenberg, Chief Operating Officer | |
| Versant Vantage II, L.P. | ||
| By: | Versant Vantage II GP, L.P. | |
| Its: | General Partner | |
| By: | Versant Vantage II GP-GP, LLC | |
| Its: | General Partner | |
| By: | /s/ Max Eisenberg, Chief Operating Officer | |
| Versant Vantage II GP, L.P. | ||
| By: | Versant Vantage II GP-GP, LLC | |
| Its: | General Partner | |
| By: | /s/ Max Eisenberg, Chief Operating Officer | |
| Versant Vantage II GP-GP, LLC | ||
| By: | /s/ Max Eisenberg, Chief Operating Officer | |
| Versant Venture Capital IV, L.P. | ||
| By: | Versant Vantage IV, LLC | |
| Its: | General Partner | |
| By: | /s/ Max Eisenberg, Chief Operating Officer | |
| Versant Side Fund IV, L.P. | ||
| By: | Versant Ventures IV, LLC | |
| Its: | General Partner | |
| By: | /s/ Max Eisenberg, Chief Operating Officer | |
| Versant Ventures IV, LLC | ||
| By: | /s/ Max Eisenberg, Chief Operating Officer | |
