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: Flynn James E (10% Owner, Possible Member of 10% Group)
Reporting Person: DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) (10% Owner, Possible Member of 10% Group)
Reporting Person: DEERFIELD PARTNERS, L.P. (10% Owner, Possible Member of 10% Group)
Reporting Person: Deerfield Mgmt L.P. (10% Owner, Possible Member of 10% Group)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-09	Common Stock	C	1717033	—	Acquired	1717033	Indirect
2021-02-09	Common Stock	P	665000	$17.00	Acquired	2382033	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-09	Series C Preferred Stock	$	C	1717033	Disposed		Common Stock (1717033)	Indirect

Footnotes

F1: Each share of Series C Preferred Stock automatically converted into one share of the Issuer's common stock upon the closing of the Issuer's initial public offering. The number of shares reported herein gives effect to the 1-for-14 reverse split of the Issuer's common stock effected by the Issuer on January 29, 2021 in connection with its initial public offering.

F2: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. (the "Fund"). Deerfield Management Company, L.P. is the investment manager of the Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P. and Deerfield Management Company, L.P.

F3: In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Fund is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.