Hongbo Lu - Aug 12, 2022 Form 4 Insider Report for Terns Pharmaceuticals, Inc. (TERN)

Role: Director
Signature: /s/ Bryan Yoon, as Attorney-in-Fact for Hongbo Lu
Stock symbol: TERN
Transactions as of: Aug 12, 2022
Transactions value $: $10,610,094
Form type: 4
Date filed: 8/16/2022, 08:30 PM
Previous filing: Jun 21, 2022
Next filing: Sep 8, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TERN	Common Stock	Purchase	$3.35M	+1.12M	+314.26%	$2.98	1.48M	Aug 12, 2022	See Footnote	F1, F2
transaction	TERN	Common Stock	Purchase	$3.64K	+1.22K	+0.08%	$2.99	1.48M	Aug 15, 2022	See Footnote	F2, F3
transaction	TERN	Common Stock	Purchase	$3.63M	+1.5M	+101.24%	$2.42	2.98M	Aug 16, 2022	See Footnote	F2, 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 Warrants (right to buy)	Purchase	$3.63M	+1.5M		$2.42	1.5M	Aug 16, 2022	Common Stock	1.5M	$0.00	See Footnote	F2, F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	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.
F3	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.
F4	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.
F5	The pre-funded warrants have no expiration date and are exercisable immediately, subject to a 4.99% beneficial ownership limit.