SEC FORM 4

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^*

Jerel Davis

(Last)

(First)

(Middle)

C/O TURNSTONE BIOLOGICS CORP.

9310 ATHENA CIRCLE, SUITE 300

(Street)

LA JOLLA

92037

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Turnstone Biologics Corp. [ TSBX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/25/2023

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/25/2023		C		2,528,864	A	⁽¹⁾	2,528,864	I	By Versant Venture Capital V, L.P.⁽²⁾
Common Stock	07/25/2023		C		192,458	A	⁽¹⁾	192,458	I	By Versant Venture Capital V (Canada) LP⁽³⁾
Common Stock	07/25/2023		C		84,313	A	⁽¹⁾	84,313	I	By Versant Ophthalmic Affiliates Fund I, L.P.⁽⁴⁾
Common Stock	07/25/2023		C		76,067	A	⁽¹⁾	76,067	I	By Versant Affiliates Fund V, L.P.⁽⁵⁾
Common Stock	07/25/2023		C		274,990	A	⁽¹⁾	274,990	I	By Versant Vantage II, L.P.⁽⁶⁾
Common Stock	07/25/2023		P		197,458	A	$12	2,726,322	I	By Versant Venture Capital V, L.P.⁽²⁾
Common Stock	07/25/2023		P		15,028	A	$12	207,486	I	By Versant Venture Capital V (Canada) LP⁽³⁾
Common Stock	07/25/2023		P		6,575	A	$12	90,888	I	By Versant Ophthalmic Affiliates Fund I, L.P.⁽⁴⁾
Common Stock	07/25/2023		P		5,939	A	$12	82,006	I	By Versant Affiliates Fund V, L.P.⁽⁵⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	07/25/2023		C			7,897,999	⁽¹⁾	⁽¹⁾	Common Stock	988,832	$0.00	0	I	By Versant Venture Capital V, L.P.⁽²⁾
Series A Preferred Stock	⁽¹⁾	07/25/2023		C			601,077	⁽¹⁾	⁽¹⁾	Common Stock	75,255	$0.00	0	I	By Versant Venture Capital V (Canada) LP⁽³⁾
Series A Preferred Stock	⁽¹⁾	07/25/2023		C			263,349	⁽¹⁾	⁽¹⁾	Common Stock	32,971	$0.00	0	I	By Versant Ophthalmic Affiliates Fund I, L.P.⁽⁴⁾
Series A Preferred Stock	⁽¹⁾	07/25/2023		C			237,575	⁽¹⁾	⁽¹⁾	Common Stock	29,744	$0.00	0	I	By Versant Affiliates Fund V, L.P.⁽⁵⁾
Series B-1 Preferred Stock	⁽¹⁾	07/25/2023		C			3,530,789	⁽¹⁾	⁽¹⁾	Common Stock	442,055	$0.00	0	I	By Versant Venture Capital V, L.P.⁽²⁾
Series B-1 Preferred Stock	⁽¹⁾	07/25/2023		C			268,711	⁽¹⁾	⁽¹⁾	Common Stock	33,642	$0.00	0	I	By Versant Venture Capital V (Canada) LP⁽³⁾
Series B-1 Preferred Stock	⁽¹⁾	07/25/2023		C			117,730	⁽¹⁾	⁽¹⁾	Common Stock	14,739	$0.00	0	I	By Versant Ophthalmic Affiliates Fund I, L.P.⁽⁴⁾
Series B-1 Preferred Stock	⁽¹⁾	07/25/2023		C			106,208	⁽¹⁾	⁽¹⁾	Common Stock	13,297	$0.00	0	I	By Versant Affiliates Fund V, L.P.⁽⁵⁾
Series B-2 Preferred Stock	⁽¹⁾	07/25/2023		C			7,650,043	⁽¹⁾	⁽¹⁾	Common Stock	957,787	$0.00	0	I	By Versant Venture Capital V, L.P.⁽²⁾
Series B-2 Preferred Stock	⁽¹⁾	07/25/2023		C			582,206	⁽¹⁾	⁽¹⁾	Common Stock	72,892	$0.00	0	I	By Versant Venture Capital V (Canada) LP⁽³⁾
Series B-2 Preferred Stock	⁽¹⁾	07/25/2023		C			255,081	⁽¹⁾	⁽¹⁾	Common Stock	31,936	$0.00	0	I	By Versant Ophthalmic Affiliates Fund I, L.P.⁽⁴⁾
Series B-2 Preferred Stock	⁽¹⁾	07/25/2023		C			230,117	⁽¹⁾	⁽¹⁾	Common Stock	28,810	$0.00	0	I	By Versant Affiliates Fund V, L.P.⁽⁵⁾
Series C Preferred Stock	⁽¹⁾	07/25/2023		C			1,119,729	⁽¹⁾	⁽¹⁾	Common Stock	140,190	$0.00	0	I	By Versant Venture Capital V, L.P.⁽²⁾
Series C Preferred Stock	⁽¹⁾	07/25/2023		C			85,217	⁽¹⁾	⁽¹⁾	Common Stock	10,669	$0.00	0	I	By Versant Venture Capital V (Canada) LP⁽³⁾
Series C Preferred Stock	⁽¹⁾	07/25/2023		C			37,283	⁽¹⁾	⁽¹⁾	Common Stock	4,667	$0.00	0	I	By Versant Ophthalmic Affiliates Fund I, L.P.⁽⁴⁾
Series C Preferred Stock	⁽¹⁾	07/25/2023		C			33,682	⁽¹⁾	⁽¹⁾	Common Stock	4,216	$0.00	0	I	By Versant Affiliates Fund V, L.P.⁽⁵⁾
Series D Preferred Stock	⁽¹⁾	07/25/2023		C			2,196,402	⁽¹⁾	⁽¹⁾	Common Stock	274,990	$0.00	0	I	By Versant Vantage II, L.P.⁽⁶⁾

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 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 for no additional consideration and had 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. The Reporting Person, a member of the Issuer's board of directors, 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. The Reporting Persons disclaims beneficial ownership of the shares held by Versant V, except to the extent of his respective pecuniary interest therein.

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. The Reporting Person, a member of the Issuer's board of directors, 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. The Reporting Person disclaims beneficial ownership of the shares held by Canada V, except to the extent of his respective pecuniary interest therein.

4. Shares are held by Versant Ophthalmic Affiliates Fund I, L.P. ("Ophthalmic"). Versant V GP is the sole general partner of Ophthalmic. The Reporting Person, a member of the Issuer's board of directors, is a managing director of Versant V GP and may be deemed to share voting and dispositive power over the shares held by Ophthalmic. The Reporting Person disclaims beneficial ownership of the shares held by Ophthalmic, except to the extent of his respective pecuniary interest therein.

5. Shares are held by Versant Affiliates Fund V, L.P. ("Affiliates V"). Versant V GP is the sole general partner of Affiliates V. The Reporting Person, a member of the Issuer's board of directors, 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. The Reporting Person disclaims beneficial ownership of the shares held by Affiliates, except to the extent of his respective pecuniary interest therein.

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. The Reporting Person, a member of the Issuer's board of directors, 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. The Reporting Person disclaims beneficial ownership of the shares held by Canada V, except to the extent of his respective pecuniary interest therein.

Remarks:

	/s/ P. Joseph Campisi, Jr., Attorney-in-Fact	07/27/2023
	** 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 4 (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).
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