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Filing Details

Accession Number:: 0000947871-22-000911
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-08-18 17:00:30
Reporting Period:: 2022-08-16

Accepted Time:: 2022-08-18 17:00:30
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
1808744	Orbimed Genesis Gp 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	Yes	No	Yes	No
1841537	Ltd Iii Advisors Orbimed	601 Lexington Avenue 54Th Floor New York NY 10022	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	2022-08-16	2,470,200	$2.42	4,744,923	No	4	P	Indirect	See footnotes
Common Stock	Acquisiton	2022-08-16	457,400	$2.42	1,973,881	No	4	P	Indirect	See footnotes
Common Stock	Acquisiton	2022-08-16	762,400	$2.42	762,400	No	4	P	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	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	Pre-Funded Warrant	Acquisiton	2022-08-16	207,500	$0.00	207,500	$0.00
Common Stock	Pre-Funded Warrant	Acquisiton	2022-08-16	38,450	$0.00	38,450	$0.00
Common Stock	Pre-Funded Warrant	Acquisiton	2022-08-16	64,050	$0.00	64,050	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
207,500	No	4	P	Indirect
38,450	No	4	P	Indirect
64,050	No	4	P	Indirect

Footnotes

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 the Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPI VII.
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 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 W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OAP III.
These securities are held of record by OrbiMed Genesis Master Fund, L.P. ("Genesis"). OrbiMed Genesis GP LLC ("Genesis GP") is the general partner of Genesis and OrbiMed Advisors is the managing member of Genesis GP. By virtue of such relationships, Genesis GP and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by Genesis 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 W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by Genesis.
This report on Form 4 is jointly filed by OrbiMed Advisors, OrbiMed GP, Genesis 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 L. 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 Pre-Funded Warrant will be exercisable for one share of the Issuer's common stock at an exercise price per share of common stock equal to $0.0001 per share, each subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Issuer's common stock. Each Pre-Funded Warrant is exercisable from the date of issuance; provided that a holder will be prohibited from exercising a Pre-Funded Warrant if, as a result of such exercise, the holder, together with its affiliates, would own more than 4.99% of the total number of shares of common stock outstanding or 4.99% of the combined voting power of all of the Issuer's securities, in each case after giving effect to the exercise, which percentages may be changed at the holder's election to a higher or lower percentage not in excess of 19.99% upon 61 days' notice to the Issuer.