Versant retains indirect holdings after Turnstone (TSBX) $0.34 tender offer; Form 4 details
Rhea-AI Filing Summary
Versant-affiliated entities reported dispositions of Turnstone Biologics common stock on 08/08/2025 pursuant to an Agreement and Plan of Merger dated June 26, 2025 under which XOMA Royalty Corporation completed a cash tender offer for all outstanding shares at $0.34 per share plus one non-transferable contractual contingent value right (CVR) per share. The Form 4 shows post-transaction indirect beneficial ownership retained by Versant vehicles: 2,726,322 shares held by Versant Venture Capital V, L.P., 207,486 by Versant Venture Capital V (Canada) LP, 90,888 by Versant Ophthalmic Affiliates Fund I, L.P., 82,006 by Versant Affiliates Fund V, L.P., and 274,990 by Versant Vantage II, L.P. The filing was signed on 08/12/2025 by Max Eisenberg as Chief Operating Officer.
Positive
- Transaction completed under a defined merger/tender framework with disclosed consideration of $0.34 per share plus one CVR, providing clear terms
- Detailed post-transaction holdings disclosed, showing substantive retained indirect positions (e.g., 2,726,322 shares held by Versant Venture Capital V, L.P.)
Negative
- Significant disposals occurred—transactions were dispositions pursuant to the Agreement and Plan of Merger, reducing direct holdings by the reporting entities
- Potential concentration of control remains with affiliated entities as general partners and a director are disclosed to share voting and dispositive power, which may complicate independence assessments
Insights
TL;DR: Versant entities disposed shares via a merger-related tender offer at $0.34 plus a CVR; several funds retain material indirect stakes.
The reported transactions on 08/08/2025 were dispositions made pursuant to the Agreement and Plan of Merger with XOMA Royalty Corporation, which offered $0.34 per share plus one CVR. The Form 4 shows that multiple Versant funds continue to hold significant indirect positions—most notably 2.73 million shares via Versant Venture Capital V, L.P.—indicating partial retention of exposure post-offer. The disclosure is procedural and documents the mechanics of the tender and residual holdings rather than operational results.
TL;DR: Filing documents a merger-related disposition across affiliated funds and clarifies shared voting/dispositive power among general partners and a board director.
The explanatory notes specify the ownership chains and disclaimers: general partners and an Issuer director may be deemed to share voting and dispositive power over the reported holdings but disclaim beneficial ownership except for pecuniary interest. This Form 4 clarifies post-transaction beneficial ownership and governance links among Versant entities and a director who files separate Section 16 reports. The filing enhances transparency about which entities retain indirect stakes after the tender offer.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| U | Common Stock | 2,726,322 | $0.00 | -- |
| U | Common Stock | 207,486 | $0.00 | -- |
| U | Common Stock | 90,888 | $0.00 | -- |
| U | Common Stock | 82,006 | $0.00 | -- |
| U | Common Stock | 274,990 | $0.00 | -- |
Footnotes (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 (the "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. 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. Jerel C. Davis ("Dr. Davis"), a member of the Issuer's board of directors, is a managing director of Versant V GP. Each of Versant V GP and Dr. Davis may be deemed to share voting and dispositive power over the shares held by Versant V, and each disclaims beneficial ownership of the shares held by Versant V, except to the extent of their respective pecuniary interest therein. Dr. Davis is a director of the Issuer and files separate Section 16 reports. 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. Dr. Davis, a member of the Issuer's board of directors, is a director of Canada V GP-GP. Each of Canada V GP-GP, Canada V GP and Dr. Davis may be deemed to share voting and dispositive power over the shares held by Canada V, and each disclaims beneficial ownership of the shares held by Canada V, except to the extent of their respective pecuniary interest therein. Dr. Davis is a director of the Issuer and files separate Section 16 reports. Shares are held by Versant Ophthalmic Affiliates Fund I, L.P. ("Ophthalmic"). Versant V GP is the sole general partner of Ophthalmic. Dr. Davis, a member of the Issuer's board of directors, is a managing director of Versant V GP. Each of Versant V GP and Dr. Davis may be deemed to share voting and dispositive power over the shares held by Ophthalmic, and each disclaims beneficial ownership of the shares held by Ophthalmic, except to the extent of their respective pecuniary interest therein. Dr. Davis is a director of the Issuer and files separate Section 16 reports. Shares are held by Versant Affiliates Fund V, L.P. ("Affiliates V"). Versant V GP is the sole general partner of Affiliates V. Dr. Davis, a member of the Issuer's board of directors, is a managing director of Versant V GP. Each of Versant V GP and Dr. Davis may be deemed to share voting and dispositive power over the shares held by Affiliates V, and each disclaims beneficial ownership of the shares held by Affiliates, except to the extent of their respective pecuniary interest therein. Dr. Davis is a director of the Issuer and files separate Section 16 reports. 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. Dr. Davis, a member of the Issuer's board of directors, is a managing director of Vantage II GP-GP. Each of Vantage II GP-GP, Vantage II GP and Dr. Davis may be deemed to share voting and dispositive power over the shares held by Vantage II, and each disclaims beneficial ownership of the shares held by Canada V, except to the extent of their respective pecuniary interest therein. Dr. Davis is a director of the Issuer and files separate Section 16 reports.
