SEC Form 4 · accession 0001179110-16-024698

Tempest Therapeutics, Inc. · TPST

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Richard Aldrich

Director

Period of report

May 12, 2016

Accepted (ET)

May 16, 2016 · 8:25 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 Stock^F2,F1	May 12, 2016	P	14,200	$6.72	A	455,161	I	By Longwood Fund III LP
Common Stock^F3,F1	May 12, 2016	P	5,600	$7.13	A	460,761	I	By Longwood Fund III LP
Common Stock^F4,F1	May 13, 2016	P	16,295	$7.06	A	477,056	I	By Longwood Fund III LP
Common Stock	holding	—	—		—	604,185	D
Common Stock^F5	holding	—	—		—	22,350	I	By Richard J. Aldrich 2005 Revocable Trust
Common Stock^F6	holding	—	—		—	175,481	I	By Richard H. Aldrich Irrevocable Trust of 2011
Common Stock^F7	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 36,095 shares 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 $6.39 to $6.99, 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 $7.00 to $7.58, 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 $6.62 to $7.20, 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 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.
F6The 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.
F7The 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.