Ownership Submission
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FORM 4
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Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Vivo Opportunity, LLC
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2. Issuer Name and Ticker or Trading Symbol
Terns Pharmaceuticals, Inc. [TERN]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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(Last)
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(First)
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(Middle)
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192 LYTTON AVENUE
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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PALO ALTO,
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CA
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94301
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Vivo Opportunity, LLC
192 LYTTON AVENUE
PALO ALTO,, CA94301
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X
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Vivo Opportunity Fund Holdings, L.P.
192 LYTTON AVENUE
PALO ALTO,, CA94301
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X
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Vivo Capital VIII, LLC
192 LYTTON AVENUE
PALO ALTO,, CA94301
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X
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Vivo Capital Fund VIII, L.P.
192 LYTTON AVENUE
PALO ALTO,, CA94301
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X
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Vivo Capital Surplus Fund VIII, L.P.
192 LYTTON AVENUE
PALO ALTO,, CA94301
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X
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Signatures
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/s/ Gaurav Aggarwal, as a managing member of Vivo Opportunity, LLC
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2022-08-16
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**Signature of Reporting Person
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Date
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/s/ Gaurav Aggarwal, as a managing member of Vivo Opportunity, LLC, the general partner of Vivo Opportunity Fund Holdings, L.P.
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2022-08-16
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**Signature of Reporting Person
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Date
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/s/ Frank Kung, as a managing member of Vivo Capital VIII, LLC
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2022-08-16
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**Signature of Reporting Person
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Date
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/s/ Frank Kung, as a managing member of Vivo Capital VIII, LLC, the general partner of Vivo Capital Fund VIII, LP.
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2022-08-16
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**Signature of Reporting Person
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Date
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/s/ Frank Kung, as a managing member of Vivo Capital VIII, LLC, the general partner of Vivo Capital Surplus Fund VIII, L.P.
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2022-08-16
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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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.
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(2)
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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.
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(3)
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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.
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(4)
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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.
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(5)
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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.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
