Sec Form 4 Filing - Burroughs Amy L. @ Terns Pharmaceuticals, Inc. - 2024-03-01

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Burroughs Amy L. 2. Issuer Name and Ticker or Trading Symbol Terns Pharmaceuticals, Inc. [ TERN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O TERNS PHARMACEUTICALS, INC., 1065 EAST HILLSDALE BLVD., SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 03/01/2024 (Street) FOSTER CITY, CA94404 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Unit ( 1 ) 03/01/2024 A 150,000 ( 2 ) ( 2 ) Common Stock 150,000 $ 0 150,000 D Stock Option (Right to buy) $ 7.31 03/01/2024 A 1,250,000 ( 3 ) 02/28/2034 Common Stock 1,250,000 $ 0 1,250,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Burroughs Amy L. C/O TERNS PHARMACEUTICALS, INC. 1065 EAST HILLSDALE BLVD., SUITE 100 FOSTER CITY, CA94404 X Chief Executive Officer Signatures /s/ Bryan Yoon, as Attorney-in-Fact for Amy L. Burroughs 03/05/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit ("RSU") represents the contingent right to receive, upon vesting, one share of common stock. ( 2 )The restricted stock unit award has a four-year term and vests based on the achievement of milestones stock prices with respect to the Issuer's common stock, subject to the Reporting Person's continued employment through the applicable vesting milestones. The restricted stock unit award vests as to 50% of the shares underlying the award if the average closing price of the Issuer's common stock over 30 consecutive trading days equals or exceeds $15.00 per share and as to the remaining 50% of the shares underlying the award if the average closing price of the Issuer's common stock over 30 consecutive trading days equals or exceeds $20.00 per share; provided that vesting shall not be deemed to occur earlier than the first anniversary of the Reporting Person's first day of employment and that vesting must be achieved on or before the fourth anniversary of the first day of employment. ( 3 )25% of the shares subject to the option vest on the first anniversary measured from March 1, 2024 (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.

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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