SEC FORM 3

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^*

Gupta Rishi

(Last)

(First)

(Middle)

C/O TURNSTONE BIOLOGICS CORP.

9310 ATHENA CIRCLE, SUITE 300

(Street)

LA JOLLA

92037

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/20/2023

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

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

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

5. 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 Beneficially Owned
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)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series B-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	937,372	⁽¹⁾	I	See footnotes⁽²⁾⁽³⁾
Series B-2 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,249,829	⁽¹⁾	I	See footnotes⁽²⁾⁽³⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	266,240	⁽¹⁾	I	See footnotes⁽²⁾⁽³⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	229,158	⁽¹⁾	I	See footnotes⁽²⁾⁽³⁾

Explanation of Responses:

1. Each share of 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. These securities are held of record by OrbiMed Private Investments VI, LP ("OPI VI"). OrbiMed Capital GP VI LLC ("GP VI") is the general partner of OPI VI and OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of GP VI. By virtue of such relationships, OrbiMed Advisors and GP VI may be deemed to have voting power and investment power over the securities held by OPI VI and, as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the securities held by OPI VI. Each of the Reporting Person, OrbiMed Advisors, and GP VI disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of his or its pecuniary interest, if any.

3. This report shall not be deemed an admission that any of the Reporting Person, OrbiMed Advisors, or GP VI is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ P. Joseph Campisi, Jr., Attorney-in-Fact	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.
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