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Filing Details

Accession Number:: 0001562180-22-006125
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-08-16 20:30:26
Reporting Period:: 2022-08-12

Accepted Time:: 2022-08-16 20:30:26
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1831363	Terns Pharmaceuticals Inc.	TERN	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1767584	Hongbo Lu	C/O Terns Pharmaceuticals, Inc. 1065 East Hillsdale Blvd., Suite 100 Foster City CA 94404		No	No	No	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	2022-08-12	1,123,021	$2.98	1,480,374	No	4	P	Indirect	See Footnote
Common Stock	Acquisiton	2022-08-15	1,218	$2.99	1,481,592	No	4	P	Indirect	See Footnote
Common Stock	Acquisiton	2022-08-16	1,500,000	$2.42	2,981,592	No	4	P	Indirect	See Footnote

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

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Pre-funded Warrants (right to buy)	Acquisiton	2022-08-16	1,500,000	$2.42	1,500,000	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
1,500,000			No	4	P	Indirect

Footnotes

The price reported herein is a weighted average price. These shares were acquired on the open market in multiple transactions at prices ranging from $2.83 to $3.02, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the ranges set forth in footnote (1) to this Form 4.
The securities are held of record by Vivo Opportunity Fund Holdings, L.P. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund Holdings, L.P. As a managing member of Vivo Opportunity, LLC, Hongbo Lu shares voting and dispositive power over the securities held by Vivo Opportunity Fund Holdings, L.P. with four other managing members but disclaims beneficial ownership over such securities except to the extent of her pecuniary interest therein.
The price reported herein is a weighted average price. These shares were acquired on the open market in multiple transactions at prices ranging from $2.96 to $3.00, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the ranges set forth in footnote (3) to this Form 4.
Vivo Opportunity Fund Holdings, L.P. acquired 1,500,000 shares of Common Stock at $2.42 per share and 1,500,000 pre-funded warrants at $2.4199 per warrant in an underwritten offering.
The pre-funded warrants have no expiration date and are exercisable immediately, subject to a 4.99% beneficial ownership limit.