SEC Form 4 · accession 0001179110-17-000417

Tempest Therapeutics, Inc. · TPST

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

Reporting owner

Richard Aldrich

Director

Period of report

Jun 30, 2015

Accepted (ET)

Jan 4, 2017 · 8:29 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 Stock^F1	Dec 30, 2016	A	6,944	$1.53	A	14,290	D
Common Stock^F1,F3	Dec 22, 2016	G	154,519	$0.00	A	330,000	I	By Little Eagles, LLC
Common Stock^F1	Dec 22, 2016	G	154,519	$0.00	D	7,346	D
Common Stock^F1,F4	Dec 13, 2016	G	645,842	$0.00	A	668,192	I	By Richard H. Aldrich 2005 Revocable Trust
Common Stock^F1	Dec 13, 2016	G	645,842	$0.00	D	161,865	D
Common Stock^F1	Dec 7, 2016	G	200,000	$0.00	A	807,707	D
Common Stock^F1	Dec 7, 2016	G	200,000	$0.00	D	0	I	By Richard H. Aldrich 2015 GRAT
Common Stock^F1,F3	Jun 30, 2015	G	175,481	$0.00	A	175,481	I	By Little Eagles, LLC
Common Stock^F1,F5	Jun 30, 2015	G	175,481	$0.00	D	0	I	By Richard H. Aldrich Irrevocable Trust of 2011
Common Stock^F6	holding	—	—		—	962,056	I	By Longwood Fund III LP

Table II — derivative securities

No Table II lines on this filing.

Explanation of responses

F1None of the transfers reported on this Form 4 constitutes a sale of the reported securities.
F2The shares reported on this Form 4 were issued to the Reporting Person, who elected to take shares in lieu of cash compensation for services as a director and committee member, pursuant to the Issuer's non-employee director compensation plan.
F3Shares held by Little Eagles, LLC. The owners of Little Eagles, LLC are Richard H. Aldrich Irrevocable Trust of 2011 and trusts established for the benefit of the Mr. Aldrich's minor children. The trustees of Richard H. Aldrich Irrevocable Trust of 2011 are Mr. Aldrich's spouse, Nichole A. Aldrich, and Mr. Aldrich's brother, Caleb F. Aldrich. The beneficiaries of Richard H. Aldrich Irrevocable Trust of 2011 are Mr. Aldrich's minor children. Mr. Aldrich disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein.
F4The 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.
F5The 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.
F6The 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.