Carl L. Gordon - 12 Jun 2023 Form 4 Insider Report for Terns Pharmaceuticals, Inc. (TERN)

Role: Director, 10%+ Owner
Signature: /s/ Bryan Yoon, as Attorney-in-Fact for Carl Gordon
Issuer symbol: TERN
Transactions as of: 12 Jun 2023
Net transactions value: $0
Form type: 4
Filing time: 14 Jun 2023, 19:01:32 UTC
Previous filing: 08 Jun 2023
Next filing: 13 Jun 2023
SEC: View on sec.gov

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	Stock Option (Right to Buy)	Award	$0	+32,000		$0.000000	32,000	12 Jun 2023	Common Stock	32,000	$12.05	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The option will vest in full on the earlier of (i) the first anniversary of the date of grant and (ii) immediately prior to the Annual Meeting following the date of grant.
F2	Pursuant to an agreement with OrbiMed Advisors LLC, OrbiMed Asia GP III, L.P., OrbiMed Advisors III Limited, and OrbiMed Capital GP VII LLC, the Reporting Person is obligated to transfer any securities issued under any such stock options or other awards, or the economic benefit thereof, to OrbiMed Advisors LLC, OrbiMed Asia GP III, L.P., OrbiMed Advisors III Limited, and OrbiMed Capital GP VII LLC, which will in turn ensure that such securities or economic benefits are provided to OrbiMed Asia Partners III, L.P. and OrbiMed Private Investments VII, LP.

Content

The option will vest in full on the earlier of (i) the first anniversary of the date of grant and (ii) immediately prior to the Annual Meeting following the date of grant.

Pursuant to an agreement with OrbiMed Advisors LLC, OrbiMed Asia GP III, L.P., OrbiMed Advisors III Limited, and OrbiMed Capital GP VII LLC, the Reporting Person is obligated to transfer any securities issued under any such stock options or other awards, or the economic benefit thereof, to OrbiMed Advisors LLC, OrbiMed Asia GP III, L.P., OrbiMed Advisors III Limited, and OrbiMed Capital GP VII LLC, which will in turn ensure that such securities or economic benefits are provided to OrbiMed Asia Partners III, L.P. and OrbiMed Private Investments VII, LP.