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