0000947871-24-000628.txt : 20240717 0000947871-24-000628.hdr.sgml : 20240717 20240717205302 ACCESSION NUMBER: 0000947871-24-000628 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240715 FILED AS OF DATE: 20240717 DATE AS OF CHANGE: 20240717 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GORDON CARL L CENTRAL INDEX KEY: 0001282930 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39926 FILM NUMBER: 241123543 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 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 2024-07-15 0 0001831363 Terns Pharmaceuticals, Inc. TERN 0001282930 GORDON CARL L C/O TERNS PHARMACEUTICALS, INC. 1065 EAST HILLSDALE BLVD., SUITE 100 FOSTER CITY CA 94404 1 0 1 0 1 Common Stock 2024-07-15 4 S 0 39433 10.00 D 4843421 I See footnotes Common Stock 2024-07-15 4 S 0 5401 10.00 D 1968480 I See footnotes Common Stock 2024-07-15 4 S 0 6142 10.00 D 756258 I See footnotes Common Stock 2024-07-16 4 S 0 4009 10.00 D 4839412 I See footnotes Common Stock 2024-07-16 4 S 0 556 10.00 D 1967924 I See footnotes Common Stock 2024-07-16 4 S 0 623 10.00 D 755635 I See footnotes 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. 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. 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. 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. /s/ Carl L. Gordon 2024-07-17