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: Vivo Capital VIII, LLC (10% Owner)
Reporting Person: Vivo Capital Fund VIII, L.P. (10% Owner)
Reporting Person: Vivo Capital Surplus Fund VIII, L.P. (10% Owner)
Reporting Person: Vivo Opportunity, LLC (10% Owner)
Reporting Person: Vivo Opportunity Fund, L.P. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-09	Common Stock	C	1933185	—	Acquired	1933185	Indirect
2021-02-09	Common Stock	C	266948	—	Acquired	266948	Indirect
2021-02-09	Common Stock	P	103372	$17.00	Acquired	2036557	Indirect
2021-02-09	Common Stock	P	14275	$17.00	Acquired	281223	Indirect
2021-02-09	Common Stock	P	357353	$17.00	Acquired	357353	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-09	Series B Preferred Stock	$	C	713203	Disposed		Common Stock (1569047)	Indirect
2021-02-09	Series B Preferred Stock	$	C	98484	Disposed		Common Stock (216666)	Indirect
2021-02-09	Series C Preferred Stock	$	C	364138	Disposed		Common Stock (364138)	Indirect
2021-02-09	Series C Preferred Stock	$	C	50282	Disposed		Common Stock (50282)	Indirect

Footnotes

F1: 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.

F2: Vivo Capital VIII, LLC ("Vivo LLC") is the general partner of each of Vivo Capital Fund VIII, L.P. and Vivo Capital Surplus Fund VIII, L.P., the record holder of the securities. Dr. Hongbo Lu is a Managing Partner at Vivo Capital LLC and a member of the Issuer's board of directors. Frank Kung, Edgar Engleman and Shan Fu are managing members of Vivo LLC and may be deemed to share voting and dispositive power over the securities held by Vivo Capital Fund VIII, L.P. and Vivo Capital Surplus Fund VIII, L.P. Each of these individuals disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

F3: 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.

F4: Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund, L.P. Gaurav Aggarwal, Shan Fu, Frank Kung and Michael Chang are managing members of Vivo Opportunity, LLC and may be deemed to share voting and dispositive power over the securities held by Vivo Opportunity Fund, L.P. Each of these individuals disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.