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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| U | Common Stock | 274,990 | $0.00 | -- |
| 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 | -- |
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 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 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. 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. 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. 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. 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.
