4//SEC Filing
Whiting Samuel 4
Accession 0001140361-21-022931
CIK 0001544227other
Filed
Jun 29, 8:00 PM ET
Accepted
Jun 30, 4:16 PM ET
Size
13.2 KB
Accession
0001140361-21-022931
Insider Transaction Report
Form 4
Whiting Samuel
Chief Medical Officer
Transactions
- Award
Stock Option (Right to Buy)
2021-06-25+61,945→ 61,945 totalExercise: $5.90Exp: 2030-11-15→ Common Stock (61,945 underlying) - Award
Stock Option (Right to Buy)
2021-06-25+540,231→ 540,231 totalExercise: $26.40Exp: 2031-04-28→ Common Stock (540,231 underlying) - Award
Common Stock
2021-06-25+201→ 201 total - Award
Stock Option (Right to Buy)
2021-06-25+3,018→ 3,018 totalExercise: $10.25Exp: 2031-03-09→ Common Stock (3,018 underlying)
Footnotes (4)
- [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]One-fourth of the shares underlying this option vest on November 16, 2021, and the remaining shares vest in a series of 36 equal monthly installments thereafter, 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 Tempest terminates the reporting person's employment without cause or the reporting person resigns for good reason, then the vesting of all of the shares subject to this option will be immediately accelerated such that all shares 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.
- [F3]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.
- [F4]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 0001870373
Filing Metadata
- Form type
- 4
- Filed
- Jun 29, 8:00 PM ET
- Accepted
- Jun 30, 4:16 PM ET
- Size
- 13.2 KB