Form 4: Jerel Davis disposes 3.38M TSBX shares under XOMA merger for $0.34+CVR

Rhea-AI Filing Summary

Turnstone Biologics (TSBX) director Jerel Davis reported the disposition of a total of 3,381,692 common shares, shown as held indirectly through five Versant-managed funds, in connection with a merger/tender offer. The transactions are described as dispositions pursuant to an Agreement and Plan of Merger under which XOMA Royalty Corporation paid $0.34 per share in cash plus one non-transferable contractual contingent value right (CVR) per share. The Form 4 lists each fund-level holding and shows zero beneficial ownership remaining for the affected holdings following the reported transactions.

Positive

• Disposition completed under a defined Agreement and Plan of Merger, providing a clear exit mechanism for the reported shares
• Consideration specified: $0.34 in cash per share plus one contractual contingent value right (CVR) per share

Negative

• Reporting person’s indirect holdings decreased to zero for the listed Versant-managed positions (totaling 3,381,692 shares)
• Material insider ownership reduced as a result of the tender/merger, which changes the post-transaction insider share profile

Insights

Financial Analyst

TL;DR: Director’s indirect holdings of 3.38M shares were disposed under XOMA’s tender, receiving $0.34 per share plus a CVR; reported ownership now zero.

The Form 4 discloses material dispositions totaling 3,381,692 shares across five Versant-related entities on 08/08/2025, executed under the Agreement and Plan of Merger with XOMA Royalty Corporation. Consideration was $0.34 cash per share plus one contractual CVR per share. For valuation or liquidity analysis, note the transaction was a completed tender/merger mechanism rather than open-market sales; the filing clarifies indirect ownership chains and pecuniary disclaimers for the reporting person.

Corporate Governance Expert

TL;DR: Routine post-transaction reporting shows indirect holdings managed by Versant funds were disposed under the merger; reporting includes standard beneficial-ownership disclaimers.

The filing documents that the reporting person, a board member, may be deemed to share voting and dispositive power over shares held by several Versant funds but disclaims beneficial ownership except to the extent of pecuniary interest. Dispositions were effected pursuant to the merger/tender agreement, and the Form 4 transparently lists entity-level holdings and the nature of indirect ownership, which aligns with standard Section 16 disclosure practices following a corporate transaction.

SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

Jerel Davis

(Last) (First) (Middle)

C/O TURNSTONE BIOLOGICS CORP.

1110 NORTH VIRGIL AVENUE PMB 94659

(Street)

LOS ANGELES CA 90029

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Turnstone Biologics Corp. [ TSBX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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).
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FAQ

What did Jerel Davis report on Form 4 for Turnstone Biologics (TSBX)?

The Form 4 reports the disposition of a total of 3,381,692 common shares held indirectly through five Versant-managed funds, disposed pursuant to a merger/tender offer by XOMA Royalty Corporation.

How many shares were disposed and which entities held them?

Shares were held and disposed through: Versant Vantage II, L.P. (274,990); Versant Venture Capital V, L.P. (2,726,322); Versant Venture Capital V (Canada) LP (207,486); Versant Ophthalmic Affiliates Fund I, L.P. (90,888); and Versant Affiliates Fund V, L.P. (82,006) (total 3,381,692 shares).

What consideration did shareholders receive in the tender/merger for TSBX shares?

Shareholders received $0.34 per share in cash, payable subject to tax withholding, plus one non-transferable contractual contingent value right (CVR) per share, according to the Agreement and Plan of Merger.

Was the disposition voluntary or part of a merger transaction?

The dispositions occurred pursuant to the Agreement and Plan of Merger dated June 26, 2025, and were part of a cash tender offer completed by XOMA Royalty Corporation.

Does Jerel Davis retain beneficial ownership of the reported holdings after the transactions?

For the specific holdings reported on this Form 4, the table shows zero shares beneficially owned following the reported transactions.