Terns Pharmaceuticals, Inc. — Director's Dealing 2022

Aug 17, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Terns Pharmaceuticals, Inc. (TERN)
CIK: 0001831363
Period of Report: 2022-08-12

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-08-12	Common Stock	P	1123021	$2.98	Acquired	1480374	Indirect
2022-08-15	Common Stock	P	1218	$2.99	Acquired	1481592	Indirect
2022-08-16	Common Stock	P	1500000	$2.42	Acquired	2981592	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-08-16	Pre-funded Warrants (right to buy)	$0.0001	P	1500000	Acquired		Common Stock (1500000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2036557	Indirect
Common Stock	281223	Indirect

Footnotes

F1: Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund Holdings, L.P., the record holder of the securities. Gaurav Aggarwal, Hongbo Lu, Kevin Dai, 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 Holdings, L.P. Each of these individuals disclaims beneficial ownership over such securities except to the extent of his or her 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.

F2: 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 (2) to this Form 4.

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: The reporting person acquired 1,500,000 shares of Common Stock at $2.42 per share and 1,500,000 pre-funded warrants at $2.41990 per warrant in an underwritten offering.

F5: The pre-funded warrants have no expiration date and are exercisable immediately, to the extent that after giving effect to such exercise the reporting person and its affiliates would beneficially own, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, no more than 4.99% of the outstanding shares of Common Stock of the Issuer.