0001213900-24-030020.txt : 20240403 0001213900-24-030020.hdr.sgml : 20240403 20240403204721 ACCESSION NUMBER: 0001213900-24-030020 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240401 FILED AS OF DATE: 20240403 DATE AS OF CHANGE: 20240403 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vivo Capital Fund VIII, L.P. CENTRAL INDEX KEY: 0001618788 ORGANIZATION NAME: FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39926 FILM NUMBER: 24821255 BUSINESS ADDRESS: STREET 1: 505 HAMILTON AVENUE, SUITE 200 CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650 688 0818 MAIL ADDRESS: STREET 1: 505 HAMILTON AVENUE, SUITE 200 CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vivo Capital VIII, LLC CENTRAL INDEX KEY: 0001618789 ORGANIZATION NAME: FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39926 FILM NUMBER: 24821257 BUSINESS ADDRESS: STREET 1: 192 LYTTON AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650 688 0822 MAIL ADDRESS: STREET 1: 192 LYTTON AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vivo Opportunity Fund Holdings, L.P. CENTRAL INDEX KEY: 0001930214 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39926 FILM NUMBER: 24821258 BUSINESS ADDRESS: STREET 1: 192 LYTTON AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 6506880818 MAIL ADDRESS: STREET 1: 192 LYTTON AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vivo Opportunity, LLC CENTRAL INDEX KEY: 0001728970 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39926 FILM NUMBER: 24821259 BUSINESS ADDRESS: STREET 1: 192 LYTTON AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 6506880818 MAIL ADDRESS: STREET 1: 192 LYTTON AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vivo Capital Surplus Fund VIII, L.P. CENTRAL INDEX KEY: 0001628048 ORGANIZATION NAME: FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39926 FILM NUMBER: 24821256 BUSINESS ADDRESS: STREET 1: 505 HAMILTON AVENUE, SUITE 200 CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650 688 0818 MAIL ADDRESS: STREET 1: 505 HAMILTON AVENUE, SUITE 200 CITY: PALO ALTO STATE: CA ZIP: 94301 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Terns Pharmaceuticals, Inc. CENTRAL INDEX KEY: 0001831363 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1065 EAST HILLSDALE BLVD., SUITE 100 CITY: FOSTER CITY STATE: CA ZIP: 94404 BUSINESS PHONE: 650-525-5535 EXT.101 MAIL ADDRESS: STREET 1: 1065 EAST HILLSDALE BLVD., SUITE 100 CITY: FOSTER CITY STATE: CA ZIP: 94404 4 1 ownership.xml X0508 4 2024-04-01 1 0001831363 Terns Pharmaceuticals, Inc. TERN 0001728970 Vivo Opportunity, LLC 192 LYTTON AVENUE PALO ALTO CA 94301 0 0 1 0 0001930214 Vivo Opportunity Fund Holdings, L.P. 192 LYTTON AVENUE PALO ALTO, CA 94301 0 0 1 0 0001618789 Vivo Capital VIII, LLC 192 LYTTON AVENUE PALO ALTO, CA 94301 0 0 1 0 0001618788 Vivo Capital Fund VIII, L.P. 192 LYTTON AVENUE PALO ALTO, CA 94301 0 0 1 0 0001628048 Vivo Capital Surplus Fund VIII, L.P. 192 LYTTON AVENUE PALO ALTO, CA 94301 0 0 1 0 1 Common Stock 2024-04-01 4 S 0 136255 6.99 D 4203957 I By Vivo Opportunity Fund Holdings, L.P. Common Stock 2024-04-01 4 S 0 39411 6.99 D 1997146 I By: Vivo Capital Fund VIII, L.P. Common Stock 2024-04-01 4 S 0 5451 6.99 D 275772 I By: Vivo Capital Surplus Fund VIII, L.P. Common Stock 2024-04-02 4 S 0 76346 6.65 D 4127611 I By Vivo Opportunity Fund Holdings, L.P. Common Stock 2024-04-02 4 S 0 22084 6.65 D 1975062 I By: Vivo Capital Fund VIII, L.P. Common Stock 2024-04-02 4 S 0 3050 6.65 D 272722 I By: Vivo Capital Surplus Fund VIII, L.P. Common Stock 2024-04-03 4 S 0 103870 6.20 D 4023741 I By Vivo Opportunity Fund Holdings, L.P. Common Stock 2024-04-03 4 S 0 30047 6.20 D 1945015 I By: Vivo Capital Fund VIII, L.P. Common Stock 2024-04-03 4 S 0 4149 6.20 D 268573 I By: Vivo Capital Surplus Fund VIII, L.P. The shares are held of record by Vivo Opportunity Fund Holdings, L.P. Vivo Opportunity, LLC is the General Partner of Vivo Opportunity Fund Holdings, L.P. Vivo Opportunity, LLC disclaims beneficial ownership over such securities except to the extent of its 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. The shares are held of record by Vivo Capital Fund VIII, L.P. Vivo Capital VIII, LLC is the General Partner of Vivo Capital Fund VIII, L.P. Vivo Capital VIII, LLC disclaims beneficial ownership over such securities except to the extent of its 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. The shares are held of record by Vivo Capital Surplus Fund VIII, L.P. Vivo Capital VIII, LLC is the General Partner of Vivo Capital Surplus Fund VIII, L.P. Vivo Capital VIII, LLC disclaims beneficial ownership over such securities except to the extent of its 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. The sales reported on this Form 4 were effectuated pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 29, 2023. The price reported herein is a weighted average price. These shares were sold on the open market in multiple transactions at prices ranging from $6.71 to $7.30, 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 (5) to this Form 4. The price reported herein is a weighted average price. These shares were sold on the open market in multiple transactions at prices ranging from $6.50 to $6.97, 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 (6) to this Form 4. The price reported herein is a weighted average price. These shares were sold on the open market in multiple transactions at prices ranging from $5.97 to $6.58, 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 (7) to this Form 4. /s/ Kevin Dai, as a managing member of Vivo Opportunity, LLC 2024-04-03 /s/ Kevin Dai, as a managing member of Vivo Opportunity, LLC, the general partner of Vivo Opportunity Fund Holdings, L.P. 2024-04-03 /s/ Jack Nielsen, as a managing member of Vivo Capital VIII, LLC 2024-04-03 /s/ Jack Nielsen, as a managing member of Vivo Capital VIII, LLC, the general partner of Vivo Capital Fund VIII, LP. 2024-04-03 /s/ Jack Nielsen, as a managing member of Vivo Capital VIII, LLC, the general partner of Vivo Capital Surplus Fund VIII, L.P. 2024-04-03