0001140361-21-022784.txt : 20210629
0001140361-21-022784.hdr.sgml : 20210629
20210629215526
ACCESSION NUMBER: 0001140361-21-022784
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210625
FILED AS OF DATE: 20210629
DATE AS OF CHANGE: 20210629
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Dubensky Thomas W.
CENTRAL INDEX KEY: 0001635590
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35890
FILM NUMBER: 211060261
MAIL ADDRESS:
STREET 1: C/O ADURO BIOTECH, INC.
STREET 2: 740 HEINZ AVENUE
CITY: BERKELEY
STATE: CA
ZIP: 94710
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Millendo Therapeutics, Inc.
CENTRAL INDEX KEY: 0001544227
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 451472564
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 110 MILLER AVENUE, SUITE 100
CITY: ANN ARBOR
STATE: MI
ZIP: 48104
BUSINESS PHONE: 734-845-9000
MAIL ADDRESS:
STREET 1: 110 MILLER AVENUE, SUITE 100
CITY: ANN ARBOR
STATE: MI
ZIP: 48104
FORMER COMPANY:
FORMER CONFORMED NAME: OvaScience, Inc.
DATE OF NAME CHANGE: 20120308
4
1
form4.xml
FORM 4
X0306
4
2021-06-25
0001544227
Millendo Therapeutics, Inc.
TPST
0001635590
Dubensky Thomas W.
7000 SHORELINE COURT
SUITE 275
SOUTH SAN FRANCISCO
CA
94080
true
true
President
Common Stock
2021-06-25
4
A
0
111343
A
111343
D
Stock Option (Right to Buy)
4.97
2021-06-25
4
A
0
36263
A
2028-10-02
Common Stock
36263
36263
D
Stock Option (Right to Buy)
5.9
2021-06-25
4
A
0
45988
A
2030-03-29
Common Stock
45988
45988
D
Stock Option (Right to Buy)
10.25
2021-06-25
4
A
0
8050
A
2031-03-09
Common Stock
8050
8050
D
Stock Option (Right to Buy)
26.4
2021-06-25
4
A
0
1000000
A
2031-04-28
Common Stock
1000000
1000000
D
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."
All of the shares underlying this option vest upon Closing.
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. 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.
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.
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.
/s/ Pierre Lorenzo, attorney-in-fact for Thomas W. Dubensky
2021-06-29