SEC Form 4 · accession 0001179110-16-021776
Tempest Therapeutics, Inc. · TPST
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard Aldrich
Director
Period of report
Mar 15, 2016
Accepted (ET)
Mar 17, 2016 · 8:41 am EDT
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 StockF2,F1 | Mar 15, 2016 | P | 17,600 | $7.8034 | A | 180,332 | I | By Longwood Fund III LP |
| Common StockF3,F1 | Mar 15, 2016 | P | 11,900 | $8.4422 | A | 192,232 | I | By Longwood Fund III LP |
| Common StockF4,F1 | Mar 16, 2016 | P | 21,729 | $7.5899 | A | 213,961 | I | By Longwood Fund III LP |
| Common StockF5,F1 | Mar 16, 2016 | P | 7,800 | $8.1258 | A | 221,761 | I | By Longwood Fund III LP |
| Common Stock | holding | — | — | — | 603,066 | D | ||
| Common StockF6 | holding | — | — | — | 22,350 | I | By Richard J. Aldrich 2005 Revocable Trust | |
| Common StockF7 | holding | — | — | — | 175,481 | I | By Richard H. Aldrich Irrevocable Trust of 2011 | |
| Common StockF8 | holding | — | — | — | 200,000 | I | By Richard H. Aldrich 2015 GRAT |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This Form 4 reflects the purchase of an aggregate of 59,029 shares purchased by the Longwood Fund III LP in the market. The securities in this line are held directly by Longwood Fund III LP. Longwood Fund III GP, LLC is the general partner of Longwood Fund III LP. Voting and investment power with respect to the shares held by Longwood Fund III 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 III GP, LLC. Each of the Managers disclaims beneficial ownership of the shares held by Longwood Fund III LP, 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.
- F2The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $7.68 to $7.99, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges sent forth in this footnote.
- F3The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $8.00 to $8.84, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges sent forth in this footnote.
- F4The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $7.31 to $7.98, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges sent forth in this footnote.
- F5The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $8.00 to $8.34, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges sent forth in this footnote.
- F6The trustee of the Richard H. Aldrich 2005 Revocable Trust is the Reporting Person and he exercises sole voting and investment power over the shares of record held by the trust.
- F7The trustee of the Richard H. Aldrich Irrevocable Trust of 2011 is the Reporting Person's spouse, Nichole Aldrich, and she exercises sole voting and investment power over the shares of record held by the trust.
- F8The Reporting Person disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of the beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.