Carl L. Gordon - Aug 16, 2022 Form 4 Insider Report for Terns Pharmaceuticals, Inc. (TERN)

Role
Director, 10%+ Owner
Signature
/s/ Carl L. Gordon
Stock symbol
TERN
Transactions as of
Aug 16, 2022
Transactions value $
$8,929,800
Form type
4
Date filed
8/18/2022, 04:50 PM
Previous filing
Jun 21, 2022
Next filing
Nov 9, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TERN Common Stock Purchase $5.98M +2.47M +108.59% $2.42 4.74M Aug 16, 2022 See footnotes F1, F4
transaction TERN Common Stock Purchase $1.11M +457K +30.16% $2.42 1.97M Aug 16, 2022 See footnotes F2, F4
transaction TERN Common Stock Purchase $1.85M +762K $2.42 762K Aug 16, 2022 See footnotes F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction TERN Pre-Funded Warrant Purchase +208K 208K Aug 16, 2022 Common Stock 208K See footnotes F1, F4, F5
transaction TERN Pre-Funded Warrant Purchase +38.5K 38.5K Aug 16, 2022 Common Stock 38.5K See footnotes F2, F4, F5
transaction TERN Pre-Funded Warrant Purchase +64.1K 64.1K Aug 16, 2022 Common Stock 64.1K See footnotes F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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. The Reporting Person is a member of OrbiMed Advisors. 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 Reporting Person, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPI VII.
F2 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 the Reporting Person, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OAP III.
F3 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. The Reporting Person is a member of OrbiMed Advisors. 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 the Reporting Person, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by Genesis.
F4 Each of the Reporting Person, OrbiMed Advisors, OrbiMed GP, Genesis GP, Advisors III, and Asia GP 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. This report shall not be deemed an admission that the Reporting Person is a beneficial owner of such securities for purpose of Section 16 of the Exchange Act, or for any other purpose.
F5 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.