Terns Pharmaceuticals, Inc. — Director's Dealing 2021

Feb 9, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Terns Pharmaceuticals, Inc. (TERN)
CIK: 0001831363
Period of Report: 2021-02-09

Reporting Person: LAV Biosciences Fund V, L.P. (10% Owner)
Reporting Person: Hopewell Resources Holdings Ltd (10% Owner)
Reporting Person: Oriental Spring Venture Ltd (10% Owner)
Reporting Person: LAV Aqua Ltd (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-09	Common Stock	C	1392857	—	Acquired	1392857	Indirect
2021-02-09	Common Stock	C	696428	—	Acquired	696428	Indirect
2021-02-09	Common Stock	C	1286698	—	Acquired	1286698	Indirect
2021-02-09	Common Stock	C	1405583	—	Acquired	1405583	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-09	Series A Preferred Stock	$	C	1392857	Disposed		Common Stock (1392857)	Indirect
2021-02-09	Series A Preferred Stock	$	C	696428	Disposed		Common Stock (696428)	Indirect
2021-02-09	Series B Preferred Stock	$	C	952380	Disposed		Common Stock (952380)	Indirect
2021-02-09	Series C Preferred Stock	$	C	334318	Disposed		Common Stock (334318)	Indirect
2021-02-09	Series C Preferred Stock	$	C	1405583	Disposed		Common Stock (1405583)	Indirect

Footnotes

F1: Each share of Series A Preferred Stock automatically converted on a 1-for-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering.

F2: Shares held by Hopewell Resources Holdings Limited.

F3: Shares held by Oriental Spring Venture Limited.

F4: Each share of Series B Preferred Stock automatically converted on a 1-for-2.2 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering.

F5: Shares held by LAV Aqua Limited.

F6: Each share of Series C Preferred Stock automatically converted on a 1-for-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering.

F7: Shares held by LAV Biosciences Fund V, L.P.

F8: LAV Corporate GP, Ltd. is the general partner of LAV GP III, L.P., which is the general partner of the parent entity of Hopewell Resources Holdings Limited and Oriental Spring Venture Limited. LAV Corporate IV GP, Ltd., is the general partner of LAV GP IV, L.P., which is the general partner of the parent entity of LAV Aqua Limited. LAV Corporate V GP, Ltd., is the general partner of LAV GP V, L.P., which is the general partner of LAV Biosciences Fund V, L.P. Dr. Yi Shi is the managing partner of LAV Corporate GP, Ltd., LAV Corporate IV GP, Ltd., and LAV Corporate V, L.P. and has all voting and investment power with respect to shares beneficially held by each of Hopewell Resources Holdings Limited, Oriental Spring Venture Limited, LAV Aqua Limited and LAV Biosciences Fund V, L.P. Dr. Yi Shi is a managing partner at Lilly Asia Ventures.