SEC Form 4 · accession 0001179110-15-000996
Tempest Therapeutics, Inc. · TPST
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Longwood Fund, L.P.
10% Owner
Period of report
Jan 14, 2015
Accepted (ET)
Jan 16, 2015 · 5:03 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,F2 | Jan 14, 2015 | J | 1,300,000 | $0.00 | D | 1,520,607 | D | |
| Common StockF1,F3 | Jan 14, 2015 | J | 269,061 | $0.00 | A | 319,082 | I | By Longwood Fund GP, LLC |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Reflects change in beneficial ownership resulting from a pro rata transfer to the limited partners and general partner that occurred pursuant to the partnership agreement of Longwood Fund, L.P.
- F2The securities in this line are held directly by Longwood Fund, L.P. Longwood Fund GP, LLC is the general partner of Longwood Fund, L.P. Voting and investment power with respect to the shares held by Longwood Fund, LP are vested in Richard Aldrich, Michelle Dipp, M.D., Ph.D. 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, L.P., except to the extent of their respective pecuniary interest therein, and the inclusion of these shares in the report shall not be deemed an admission of beneficial ownership of the shares for the purposes of Section 16 or for any other purpose.
- F3Longwood Fund GP, LLC, the sole general partner of Longwood Fund, L.P., acquired 269,061 shares of common stock of the issuer directly pursuant to the transaction described in Footnote 1. The Managers are managers of Longwood Fund GP, LLC, and, as such, may be deemed to have shared voting and dispositive power with respect to the issuer's securities held by Longwood Fund, L.P. and by Longwood Fund GP, LLC. Each of the Managers disclaims beneficial ownership of the shares held by Longwood Fund, L.P. and Longwood Fund GP, LLC, except to the extent of their respective pecuniary interest therein, and the inclusion of these 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.