Mark J. Vignola - 10 Sep 2024 Form 4 Insider Report for Terns Pharmaceuticals, Inc. (TERN)

Signature
/s/ David Strauss, as Attorney-in-Fact for Mark J. Vignola
Issuer symbol
TERN
Transactions as of
10 Sep 2024
Net transactions value
-$56,400
Form type
4
Filing time
12 Sep 2024, 18:10:08 UTC
Previous filing
04 Jun 2024
Next filing
06 Jan 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TERN Common Stock Options Exercise $53,600 +10,000 +11% $5.36 101,940 10 Sep 2024 Direct F1
transaction TERN Common Stock Sale $110,000 -10,000 -9.8% $11.00 91,940 10 Sep 2024 Direct F1

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) Options Exercise $0 -10,000 -15% $0.000000 55,000 10 Sep 2024 Common Stock 10,000 $5.36 Direct F1, F2
* 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 The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 18, 2024.
F2 25% of the shares subject to the option vest on the first anniversary measured from January 1, 2022 (the "Vesting Commencement Date"), and 1/48th of the total number of shares vest monthly thereafter, such that 100% of the shares subject to the option will be fully vested on the fourth anniversary of the Vesting Commencement Date.