SEC Form 4 · accession 0001179110-15-000073
Tempest Therapeutics, Inc. · TPST
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michelle Dipp
Officer — Chief Executive Officer · Director · 10% Owner
Period of report
Dec 31, 2014
Accepted (ET)
Jan 2, 2015 · 4:59 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001544227
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Dec 31, 2014 | A | 32,052 | $0.00 | A | 870,622 | D | |
| Common StockF2 | Dec 31, 2014 | F | 15,129 | $44.22 | D | 855,493 | D | |
| Common StockF3,F4 | Dec 31, 2014 | F | 6,099 | $44.22 | D | 849,394 | D | |
| Common StockF5 | holding | — | — | — | 2,820,607 | I | By Longwood Fund, LP | |
| Common StockF6 | holding | — | — | — | 50,021 | I | By Longwood Fund GP, LLC |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents the vesting of 100% of the performance conditions of the second annual installment of the restricted stock units ("RSUs") granted to the Reporting Person in December 2012.
- F2Shares withheld by the Registrant to satisfy statutory withholding requirements upon vesting of performance-based RSUs.
- F3Shares withheld by the Registrant to satisfy statutory withholding requirements upon vesting of time-based RSUs.
- F4Represents 818,492 shares of common stock and 30,902 RSUs.
- F5Longwood Fund GP, LLC is the general partner of Longwood Fund, LP. Voting and investment power with respect to the shares held by Longwood Fund, LP are vested in the Reporting Person, Richard Aldrich, and Christoph Westphal, M.D., Ph.D. (collectively, the "Managers"), the managers of Longwood Fund GP, LLC. Each of the Managers disclaims beneficial ownership of the shares held by Longwood Fund, LP, except to the extent of her respective pecuniary interest therein, and the inclusion of the Longwood Fund, LP shares in the report shall not be deemed an admission of beneficial ownership of the shares for purposes of Section 16 or for any other purpose.
- F6The Managers are managers of Longwood Fund GP, LLC, the sole general partner of Longwood Fund, LP, and, as such, may be deemed to have shared voting and dispositive power with respect to the issuer's securities held by Longwood Fund GP, LLC. The Reporting Person disclaims beneficial ownership of the shares held by Longwood Fund GP, LLC, except to the extent of her respective pecuniary interest therein, and the inclusion of the Longwood Fund GP, LLC shares in this report shall not be deemed an admission of beneficial ownership of the shares for purposes of Section 16 or any other purpose.