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Tempest Therapeutics, Inc. — Director's Dealing 2012
Dec 7, 2012
34632_dirs_2012-12-07_bebb74ae-6d37-4374-bce0-102db07831d7.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: OvaScience, Inc. (OVAS)
CIK: 0001544227
Period of Report: 2012-12-05
Reporting Person: Dipp Michelle (Director, President and CEO, 10% Owner)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2012-12-05 | Common Stock | A | 128205 | $0.00 | Acquired | 830132 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2012-12-05 | Stock Option | $7.80 | A | 339313 | Acquired | 2022-12-04 | Common Stock (339313) | Direct |
Holdings (Non-Derivative)
| Security | Shares | Ownership |
|---|---|---|
| Common Stock | 3301127 | Indirect |
Footnotes
F1: Each restricted stock unit ("RSU") represents the right to receive one share of common stock upon vesting. The RSU vests as to 12.5% of the original number of shares (the "Shares") on March 31, 2013 and as to an additional 12.5% of the Shares each successive three-month period thereafter, until December 31, 2014.
F2: Represents 701,927 shares of common stock and 128,205 RSUs.
F3: Longwood Fund GP, LLC is the ultimate general partner of the Longwood Fund, LP. Voting and investment power with respect to the shares held in Longwood Fund, 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 the Longwood Fund GP, LLC. Each of the Managers disclaims beneficial ownership of the Longwood Fund shares, except in 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 purposes of Section 16 or for any other purpose.
F4: The stock option will become exercisable as to 6.25% of the Shares at the end of each successive three-month period following the Vesting Commencement Date until the fourth anniversary of the Vesting Commencement Date. For purposes of this stock option grant, "Vesting Commencement Date" shall mean December 31, 2012.