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Filing Details

Accession Number:: 0001567619-21-002592
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-02-09 15:09:46
Reporting Period:: 2021-02-09

Accepted Time:: 2021-02-09 15:09:46
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1831363	Terns Pharmaceuticals Inc.	TERN	()	DE

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1055951	Orbimed Advisors Llc	601 Lexington Avenue 54Th Floor New York NY 10022	Yes	No	Yes	No
1760648	Orbimed Capital Gp Vii Llc	601 Lexington Avenue, 54Th Floor New York NY 10022	Yes	No	Yes	No
1841462	Orbimed Asia Gp Iii, L.p.	601 Lexington Avenue 54Th Floor New York NY 10022-4629	Yes	No	Yes	No
1841537	Ltd Iii Advisors Orbimed	601 Lexington Avenue 54Th Floor New York NY 10022-4629	Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2021-02-09	1,326,481	$0.00	1,326,481	No	4	C	Indirect	See footnotes
Common Stock	Acquisiton	2021-02-09	1,989,723	$0.00	1,989,723	No	4	C	Indirect	See footnotes
Common Stock	Acquisiton	2021-02-09	190,000	$17.00	1,516,481	No	4	P	Indirect	See footnotes
Common Stock	Acquisiton	2021-02-09	285,000	$17.00	2,274,723	No	4	P	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See footnotes
No	4	C	Indirect	See footnotes
No	4	P	Indirect	See footnotes
No	4	P	Indirect	See footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series B Preferred Stock	Disposition	2021-02-09	714,285	$0.00	714,285	$0.00
Common Stock	Series B Preferred Stock	Disposition	2021-02-09	1,071,428	$0.00	1,071,428	$0.00
Common Stock	Series C Preferred Stock	Disposition	2021-02-09	612,196	$0.00	612,196	$0.00
Common Stock	Series C Preferred Stock	Disposition	2021-02-09	918,295	$0.00	918,295	$0.00

Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect

Footnotes

Each share of Series B Preferred Stock automatically converted on a 1-for-2.2 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering.
These securities are held of record by OrbiMed Asia Partners III, L.P. ("OAP III"). OrbiMed Asia GP III, L.P. ("Asia GP") is the general partner of OAP III and OrbiMed Advisors III Limited ("Advisors III") is the general partner of Asia GP. OrbiMed Advisors LLC ("OrbiMed Advisors") is the advisory company of OAP III. By virtue of such relationships, Asia GP, Advisors III, and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by OAP III and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the shares held by OAP III.
These securities are held of record by OrbiMed Private Investments VII, LP ("OPI VII"). OrbiMed Capital GP VII LLC ("OrbiMed GP") is the general partner of OPI VII and OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of OrbiMed GP. By virtue of such relationships, OrbiMed GP and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by OPI VII and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the shares held by OPI VII.
This report on Form 4 is jointly filed by OrbiMed Advisors, OrbiMed GP, Advisors III, and Asia GP. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. The Reporting Persons have designated a representative, Carl Gordon, a member of OrbiMed Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for purpose of Section 16 of the Exchange Act, or for any other purpose.
Each share of Series C Preferred Stock automatically converted on a 1-for-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering.