Filing Details

Accession Number:
0000947871-22-001260
Form Type:
4
Zero Holdings:
No
Publication Time:
2022-12-28 17:57:04
Reporting Period:
2022-12-23
Accepted Time:
2022-12-28 17:57:04
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1831363 Terns Pharmaceuticals Inc. TERN () DE
Insiders
Cik Name Reported Address Insider Title 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
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Acquisiton 2022-12-23 137,931 $7.25 4,882,854 No 4 P Indirect See footnotes
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Indirect See footnotes
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Common Stock 1,973,881 Indirect See footnotes
Common Stock 762,400 Indirect See footnotes
Footnotes
  1. These shares of the Issuer's common stock were purchased in an underwritten public offering.
  2. 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.
  3. 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.
  4. 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.
  5. 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.