Carl L. Gordon - Jul 15, 2024 Form 4 Insider Report for Terns Pharmaceuticals, Inc. (TERN)

Signature
/s/ Carl L. Gordon
Stock symbol
TERN
Transactions as of
Jul 15, 2024
Transactions value $
-$561,640
Form type
4
Date filed
7/17/2024, 08:53 PM
Previous filing
Jul 2, 2024
Next filing
Aug 15, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TERN Common Stock Sale -$394K -39.4K -0.81% $10.00 4.84M Jul 15, 2024 See footnotes F1, F4
transaction TERN Common Stock Sale -$54K -5.4K -0.27% $10.00 1.97M Jul 15, 2024 See footnotes F2, F4
transaction TERN Common Stock Sale -$61.4K -6.14K -0.81% $10.00 756K Jul 15, 2024 See footnotes F3, F4
transaction TERN Common Stock Sale -$40.1K -4.01K -0.08% $10.00 4.84M Jul 16, 2024 See footnotes F1, F4
transaction TERN Common Stock Sale -$5.56K -556 -0.03% $10.00 1.97M Jul 16, 2024 See footnotes F2, F4
transaction TERN Common Stock Sale -$6.23K -623 -0.08% $10.00 756K Jul 16, 2024 See footnotes F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 These securities are held of record by OrbiMed Private Investments VII, LP ("OPI VII"). OrbiMed Capital GP VII LLC ("OrbiMed GP") is the general partner of OPI VII and OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of OrbiMed GP. By virtue of such relationships, OrbiMed GP and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by OPI VII and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of the Reporting Person, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPI VII.
F2 These securities are held of record by OrbiMed Asia Partners III, L.P. ("OAP III"). OrbiMed Asia GP III, L.P. ("Asia GP") is the general partner of OAP III and OrbiMed Advisors III Limited ("Advisors III") is the general partner of Asia GP. OrbiMed Advisors is the advisory company of OAP III. By virtue of such relationships, Asia GP, Advisors III, and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by OAP III and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of the Reporting Person, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OAP III.
F3 These securities are held of record by OrbiMed Genesis Master Fund, L.P. ("Genesis"). OrbiMed Genesis GP LLC ("Genesis GP") is the general partner of Genesis and OrbiMed Advisors is the managing member of Genesis GP. By virtue of such relationships, Genesis GP and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by Genesis and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of the Reporting Person, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by Genesis.
F4 Each of the Reporting Person, OrbiMed Advisors, OrbiMed GP, Genesis GP, Advisors III, and Asia GP disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his or its pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for purpose of Section 16 of the Exchange Act, or for any other purpose.