Vivo Capital Fund VIII Form 4 Change in insider ownership

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Vivo Opportunity, LLC

(Last)

(First)

(Middle)

192 LYTTON AVENUE

(Street)

PALO ALTO,

94301

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Terns Pharmaceuticals, Inc. [ TERN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/07/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/07/2022		P		600,000	A	$3.6	3,581,592	I	By Vivo Opportunity Fund Holdings, L.P.⁽¹⁾
Common Stock								2,036,557	I	By: Vivo Capital Fund VIII, L.P.
Common Stock								281,223	I	By: Vivo Capital Surplus Fund VIII, L.P.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Vivo Opportunity, LLC

(Last)

(First)

(Middle)

192 LYTTON AVENUE

(Street)

PALO ALTO,

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Vivo Opportunity Fund Holdings, L.P.

(Last)

(First)

(Middle)

192 LYTTON AVENUE

(Street)

PALO ALTO,

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Vivo Capital VIII, LLC

(Last)

(First)

(Middle)

192 LYTTON AVENUE

(Street)

PALO ALTO,

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Vivo Capital Fund VIII, L.P.

(Last)

(First)

(Middle)

192 LYTTON AVENUE

(Street)

PALO ALTO,

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Vivo Capital Surplus Fund VIII, L.P.

(Last)

(First)

(Middle)

192 LYTTON AVENUE

(Street)

PALO ALTO,

94301

(City)

(State)

(Zip)

Explanation of Responses:

1. 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.

	/s/ Gaurav Aggarwal, as a managing member of Vivo Opportunity, LLC	09/08/2022
	/s/ Gaurav Aggarwal, as a managing member of Vivo Opportunity, LLC, the general partner of Vivo Opportunity Fund Holdings, L.P.	09/08/2022
	/s/ Frank Kung, as a managing member of Vivo Capital VIII, LLC	09/08/2022
	/s/ Frank Kung, as a managing member of Vivo Capital VIII, LLC, the general partner of Vivo Capital Fund VIII, LP.	09/08/2022
	/s/ Frank Kung, as a managing member of Vivo Capital VIII, LLC, the general partner of Vivo Capital Surplus Fund VIII, L.P.	09/08/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Vivo Capital Fund VIII Form 4Change in insider ownership