Vivo Opportunity, LLC - Aug 12, 2022 Form 4 Insider Report for Terns Pharmaceuticals, Inc. (TERN)

Role
10%+ Owner
Signature
/s/ Gaurav Aggarwal, as a managing member of Vivo Opportunity, LLC
Stock symbol
TERN
Transactions as of
Aug 12, 2022
Transactions value $
$10,610,094
Form type
4
Date filed
8/16/2022, 08:44 PM
Previous filing
Jul 1, 2022
Next filing
Sep 8, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TERN Common Stock Purchase $3.35M +1.12M +314.26% $2.98 1.48M Aug 12, 2022 By Vivo Opportunity Fund Holdings, L.P. F1, F2
transaction TERN Common Stock Purchase $3.64K +1.22K +0.08% $2.99 1.48M Aug 15, 2022 By: Vivo Opportunity Fund Holdings, L.P. F1, F3
transaction TERN Common Stock Purchase $3.63M +1.5M +101.24% $2.42 2.98M Aug 16, 2022 By: Vivo Opportunity Fund Holdings, L.P. F1, F4
holding TERN Common Stock 2.04M Aug 12, 2022 By: Vivo Capital Fund VIII, L.P.
holding TERN Common Stock 281K Aug 12, 2022 By: Vivo Capital Surplus Fund VIII, L.P.

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction TERN Pre-funded Warrants (right to buy) Purchase $3.63M +1.5M $2.42 1.5M Aug 16, 2022 Common Stock 1.5M $0.00 By: Vivo Opportunity Fund Holdings, L.P. F1, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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.