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: Lu Hongbo (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-08-12	Common Stock	P	1123021.00	$2.98	Acquired	1480374.00	Indirect
2022-08-15	Common Stock	P	1218.00	$2.99	Acquired	1481592.00	Indirect
2022-08-16	Common Stock	P	1500000.00	$2.42	Acquired	2981592.00	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	1500000.00	Acquired		Common Stock (1500000.00)	Indirect

Footnotes

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.