SEC Form 3
FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/20/2023 |
3. Issuer Name and Ticker or Trading Symbol
Turnstone Biologics Corp. [ TSBX ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A Preferred Stock | (1) | (1) | Common Stock | 988,832 | (1) | I | By Versant Venture Capital V, L.P.(2) |
Series A Preferred Stock | (1) | (1) | Common Stock | 75,255 | (1) | I | By Versant Venture Capital V (Canada) LP(3) |
Series A Preferred Stock | (1) | (1) | Common Stock | 32,971 | (1) | I | By Versant Ophthalmic Affiliates Fund I, L.P.(4) |
Series A Preferred Stock | (1) | (1) | Common Stock | 29,744 | (1) | I | By Versant Affiliates Fund V, L.P.(5) |
Series B-1 Preferred Stock | (1) | (1) | Common Stock | 442,055 | (1) | I | By Versant Venture Capital V, L.P.(2) |
Series B-1 Preferred Stock | (1) | (1) | Common Stock | 33,642 | (1) | I | By Versant Venture Capital V (Canada) LP(3) |
Series B-1 Preferred Stock | (1) | (1) | Common Stock | 14,739 | (1) | I | By Versant Ophthalmic Affiliates Fund I, L.P.(4) |
Series B-1 Preferred Stock | (1) | (1) | Common Stock | 13,297 | (1) | I | By Versant Affiliates Fund V, L.P.(5) |
Series B-2 Preferred Stock | (1) | (1) | Common Stock | 957,787 | (1) | I | By Versant Venture Capital V, L.P.(2) |
Series B-2 Preferred Stock | (1) | (1) | Common Stock | 72,892 | (1) | I | By Versant Venture Capital V (Canada) LP(3) |
Series B-2 Preferred Stock | (1) | (1) | Common Stock | 31,936 | (1) | I | By Versant Ophthalmic Affiliates Fund I, L.P.(4) |
Series B-2 Preferred Stock | (1) | (1) | Common Stock | 28,810 | (1) | I | By Versant Affiliates Fund V, L.P.(5) |
Series C Preferred Stock | (1) | (1) | Common Stock | 140,190 | (1) | I | By Versant Venture Capital V, L.P.(2) |
Series C Preferred Stock | (1) | (1) | Common Stock | 10,669 | (1) | I | By Versant Venture Capital V (Canada) LP(3) |
Series C Preferred Stock | (1) | (1) | Common Stock | 4,667 | (1) | I | By Versant Ophthalmic Affiliates Fund I, L.P.(4) |
Series C Preferred Stock | (1) | (1) | Common Stock | 4,216 | (1) | I | By Versant Affiliates Fund V, L.P.(5) |
Series D Preferred Stock | (1) | (1) | Common Stock | 274,990 | (1) | I | By Versant Vantage II, L.P.(6) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Each share of Series A Preferred Stock, Series B-1 Preferred Stock, Series, Series B-2 Preferred Stock, Series C Preferred Stock and Series D Preferred Stock will automatically convert into shares of Common Stock on a 7.9872 for 1 basis immediately prior to the closing of the Issuer's initial public offering and have no expiration date. |
2. Shares are held by Versant Venture Capital V, L.P. ("Versant V"). Versant Ventures V, LLC ("Versant V GP") is the sole general partner of Versant V. Jerel C. Davis is a managing director of Versant V GP and may be deemed to share voting and dispositive power over the shares held by Versant V. Each of the Reporting Persons disclaims beneficial ownership of the shares held by Versant V, except to the extent of its respective pecuniary interest therein. Dr. Davis is a director of the Issuer and files separate Section 16 reports. |
3. Shares are held by Versant Venture Capital V (Canada) LP ("Canada V"). Versant Ventures V (Canada), L.P. ("Canada V GP") is the general partner of Canada V and Versant Ventures V GP-GP (Canada), Inc. ("Canada V GP-GP") is the sole general partner of Canada V GP. Jerel C. Davis is a director of Canada V GP-GP and may be deemed to share voting and dispositive power over the shares held by Canada V. Each of the Reporting Persons disclaims beneficial ownership of the shares held by Canada V, except to the extent of its respective pecuniary interest therein. Dr. Davis is a director of the Issuer and files separate Section 16 reports. |
4. Shares are held by Versant Ophthalmic Affiliates Fund I, L.P. ("Ophthalmic"). Versant V GP is the sole general partner of Ophthalmic. Jerel C. Davis is a managing director of Versant V GP and may be deemed to share voting and dispositive power over the shares held by Ophthalmic. Each of the Reporting Persons disclaims beneficial ownership of the shares held by Ophthalmic, except to the extent of its respective pecuniary interest therein. Dr. Davis is a director of the Issuer and files separate Section 16 reports. |
5. Shares are held by Versant Affiliates Fund V, L.P. ("Affiliates V"). Versant V GP is the sole general partner of Affiliates V. Jerel C. Davis is a managing director of Versant V GP and may be deemed to share voting and dispositive power over the shares held by Affiliates V. Each of the Reporting Persons disclaims beneficial ownership of the shares held by Affiliates, except to the extent of its respective pecuniary interest therein. Dr. Davis is a director of the Issuer and files separate Section 16 reports. |
6. Shares held by Versant Vantage II, L.P. ("Vantage II"). Versant Vantage II GP, L.P. ("Vantage II GP") is the sole general partner of Vantage II and Versant Vantage II GP-GP, LLC (Vantage II GP-GP") is the sole general partner of Vantage II GP. Jerel C. Davis is a managing director of Vantage II GP-GP and may be deemed to share voting and dispositive power over the shares held by Vantage II. Each of the Reporting Persons disclaims beneficial ownership of the shares held by Canada V, except to the extent of its respective pecuniary interest therein. Dr. Davis is a director of the Issuer and files separate Section 16 reports. |
Remarks: |
Versant Ventures V, LLC, By /s/ Max Eisenberg, Chief Operating Officer | 07/20/2023 | |
Versant Venture Capital V, L.P., By Versant Ventures V, LLC, its general partner, By /s/ Max Eisenberg, Chief Operating Officer | 07/20/2023 | |
Versant Ophthalmic Affiliates Fund I, L.P., By Versant Ventures V, LLC, its general partner, By /s/ Max Eisenberg, Chief Operating Officer | 07/20/2023 | |
Versant Affiliates Fund V, L.P., By Versant Ventures V, LLC, its general partner, By /s/ Max Eisenberg, Chief Operating Officer | 07/20/2023 | |
Versant Ventures V GP-GP (Canada), Inc., By /s/ Max Eisenberg, Chief Operating Officer | 07/20/2023 | |
Versant Ventures V (Canada), L.P., By Versant Ventures V GP-GP (Canada), Inc., its general partner, By /s/ Max Eisenberg, Chief Operating Officer | 07/20/2023 | |
Versant Venture Capital V (Canada), LP, By Versant Ventures V (Canada), L.P., its general partner, By Versant Ventures V GP-GP (Canada), Inc., its general partner, By /s/ Max Eisenberg, Chief Operating Officer | 07/20/2023 | |
Versant Vantage II GP-GP, LLC, By /s/ Max Eisenberg, Chief Operating Officer | 07/20/2023 | |
Versant Vantage II GP, L.P., By Versant Vantage II GP-GP, LLC, its general partner, By /s/ Max Eisenberg, Chief Operating Officer | 07/20/2023 | |
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 | 07/20/2023 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |