4//SEC Filing
Dubensky Thomas W. 4
Accession 0001140361-21-022784
CIK 0001544227other
Filed
Jun 28, 8:00 PM ET
Accepted
Jun 29, 9:55 PM ET
Size
15.3 KB
Accession
0001140361-21-022784
Insider Transaction Report
Form 4
Dubensky Thomas W.
DirectorPresident
Transactions
- Award
Common Stock
2021-06-25+111,343→ 111,343 total - Award
Stock Option (Right to Buy)
2021-06-25+36,263→ 36,263 totalExercise: $4.97Exp: 2028-10-02→ Common Stock (36,263 underlying) - Award
Stock Option (Right to Buy)
2021-06-25+45,988→ 45,988 totalExercise: $5.90Exp: 2030-03-29→ Common Stock (45,988 underlying) - Award
Stock Option (Right to Buy)
2021-06-25+8,050→ 8,050 totalExercise: $10.25Exp: 2031-03-09→ Common Stock (8,050 underlying) - Award
Stock Option (Right to Buy)
2021-06-25+1,000,000→ 1,000,000 totalExercise: $26.40Exp: 2031-04-28→ Common Stock (1,000,000 underlying)
Footnotes (5)
- [F1]In connection with the merger of Millendo Therapeutics, Inc. ("Millendo") and private company Tempest Therapeutics, Inc. ("Tempest"), pursuant to the Agreement and Plan of Merger dated March 29, 2021 (the "Merger Agreement"), which closed on June 25, 2021 ("Closing"), (i) each share of Tempest's common stock converted into the right to receive approximately 0.0322 shares of Millendo common stock (the "Exchange Ratio"), and (ii) each outstanding and unexercised option to purchase shares of Tempest common stock converted into an option to purchase shares of Millendo's common stock, with necessary adjustments to reflect the Exchange Ratio but otherwise the same terms and conditions. The Exchange Ratio gives effect to the 15-to-1 reverse stock split of Millendo's common stock. On the Closing date, the closing price of Millendo common stock was $1.06 (unadjusted). Upon Closing, Millendo was renamed "Tempest Therapeutics, Inc."
- [F2]All of the shares underlying this option vest upon Closing.
- [F3]These stock options vest in a series of 48 equal monthly installments measured from the vesting commencement date of February 20, 2020, subject to the reporting person's continued service. Notwithstanding the foregoing, if, within three months prior to or 12 months following a change in control, the Issuer terminates the reporting person's employment without cause or the reporting person resigns for good reasons, then the vesting of all of the shares subject to this option will be immediately accelerated such that all shares subject to the option will be deemed fully vested and exercisable as of the reporting person's last day of employment, provided that the reporting person satisfies certain severance conditions.
- [F4]These stock options vest in a series of 48 equal monthly installments measured from the vesting commencement date of March 5, 2021, subject to the reporting person's continued service. Notwithstanding the foregoing, if, within three months prior to or 12 months following a change in control, the Issuer terminates the reporting person's employment without cause or the reporting person resigns for good reasons, then the vesting of all of the shares subject to this option will be immediately accelerated such that all shares subject to the option will be deemed fully vested and exercisable as of the reporting person's last day of employment, provided that the reporting person satisfies certain severance conditions.
- [F5]These stock options vest in a series of 48 equal monthly installments measured from the vesting commencement date of Closing, June 25, 2021, subject to the reporting person's continued service.
Documents
Issuer
Millendo Therapeutics, Inc.
CIK 0001544227
Entity typeother
Related Parties
1- filerCIK 0001635590
Filing Metadata
- Form type
- 4
- Filed
- Jun 28, 8:00 PM ET
- Accepted
- Jun 29, 9:55 PM ET
- Size
- 15.3 KB