SEC Form 4 filed by Director Jerel Davis
$TSBX
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Turnstone Biologics Corp. [ TSBX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/08/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 08/08/2025 | U(1) | 274,990 | D | (1) | 0 | I | By Versant Vantage II, L.P.(2) | ||
| Common Stock | 08/08/2025 | U(1) | 2,726,322 | D | (1) | 0 | I | By Versant Venture Capital V, L.P.(3) | ||
| Common Stock | 08/08/2025 | U(1) | 207,486 | D | (1) | 0 | I | By Versant Venture Capital V (Canada) LP(4) | ||
| Common Stock | 08/08/2025 | U(1) | 90,888 | D | (1) | 0 | I | By Versant Ophthalmic Affiliates Fund I, L.P.(5) | ||
| Common Stock | 08/08/2025 | U(1) | 82,006 | D | (1) | 0 | I | By Versant Affiliates Fund V, L.P.(6) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. Disposed of pursuant to the terms of the Agreement and Plan of Merger, dated June 26, 2025, by and among the Issuer, XOMA Royalty Corporation ("Purchaser") and XRA 3 Corp., a wholly-owned subsidiary of Purchaser, pursuant to which Purchaser completed a cash tender offer for all outstanding shares of common stock of the Issuer for (i) $0.34 per share in cash, payable subject to any applicable tax withholding and without interest, plus (ii) one non-transferable contractual contingent value right per share, payable subject to any applicable tax withholding and without interest. |
| 2. Shares held by Versant Vantage II, L.P. ("Vantage II"). Versant Vantage II GP, L.P. ("Vantage II GP") is the sole general partner of Vantage II and Versant Vantage II GP-GP, LLC (Vantage II GP-GP") is the sole general partner of Vantage II GP. The Reporting Person, a member of the Issuer's board of directors, is a managing director of Vantage II GP-GP and may be deemed to share voting and dispositive power over the shares held by Vantage II. The Reporting Person disclaims beneficial ownership of the shares held by Canada V, except to the extent of his respective pecuniary interest therein. |
| 3. Shares are held by Versant Venture Capital V, L.P. ("Versant V"). Versant Ventures V, LLC ("Versant V GP") is the sole general partner of Versant V. The Reporting Person, a member of the Issuer's board of directors, is a managing director of Versant V GP and may be deemed to share voting and dispositive power over the shares held by Versant V. The Reporting Persons disclaims beneficial ownership of the shares held by Versant V, except to the extent of his respective pecuniary interest therein. |
| 4. Shares are held by Versant Venture Capital V (Canada) LP ("Canada V"). Versant Ventures V (Canada), L.P. ("Canada V GP") is the general partner of Canada V and Versant Ventures V GP-GP (Canada), Inc. ("Canada V GP-GP") is the sole general partner of Canada V GP. The Reporting Person, a member of the Issuer's board of directors, is a director of Canada V GP-GP and may be deemed to share voting and dispositive power over the shares held by Canada V. The Reporting Person disclaims beneficial ownership of the shares held by Canada V, except to the extent of his respective pecuniary interest therein. |
| 5. Shares are held by Versant Ophthalmic Affiliates Fund I, L.P. ("Ophthalmic"). Versant V GP is the sole general partner of Ophthalmic. The Reporting Person, a member of the Issuer's board of directors, is a managing director of Versant V GP and may be deemed to share voting and dispositive power over the shares held by Ophthalmic. The Reporting Person disclaims beneficial ownership of the shares held by Ophthalmic, except to the extent of his respective pecuniary interest therein. |
| 6. Shares are held by Versant Affiliates Fund V, L.P. ("Affiliates V"). Versant V GP is the sole general partner of Affiliates V. The Reporting Person, a member of the Issuer's board of directors, is a managing director of Versant V GP and may be deemed to share voting and dispositive power over the shares held by Affiliates V. The Reporting Person disclaims beneficial ownership of the shares held by Affiliates, except to the extent of his respective pecuniary interest therein. |
| /s/ Jerel Davis | 08/08/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||