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Sec Form 4 Filing - Vivo Capital VIII LLC @ Terns Pharmaceuticals Inc. - 2021-02-09

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
Vivo Capital VIII, LLC
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)
(Last)
(First)
(Middle)
C/O VIVO CAPITAL LLC, 192 LYTTON AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
02/09/2021
(Street)
PALO ALTO, CA94301
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
Common Stock 02/09/2021 C 1,933,185 A 1,933,185 I Vivo Capital Fund VIII, L.P. ( 2 )
Common Stock 02/09/2021 C 266,948 A 266,948 I Vivo Capital Surplus Fund VIII, L.P. ( 2 )
Common Stock 02/09/2021 P 103,372 A $ 17 2,036,557 I Vivo Capital Fund VIII, L.P. ( 2 )
Common Stock 02/09/2021 P 14,275 A $ 17 281,223 I Vivo Capital Surplus Fund VIII, L.P. ( 2 )
Common Stock 02/09/2021 P 357,353 A $ 17 357,353 I Vivo Opportunity Fund, L.P. ( 4 )
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
Series B Preferred Stock ( 1 ) 02/09/2021 C 713,203 ( 1 ) ( 1 ) Common Stock 1,569,047 ( 1 ) 0 I Vivo Capital Fund VIII, L.P. ( 2 )
Series B Preferred Stock ( 1 ) 02/09/2021 C 98,484 ( 1 ) ( 1 ) Common Stock 216,666 ( 1 ) 0 I Vivo Capital Surplus Fund VIII, L.P. ( 2 )
Series C Preferred Stock ( 3 ) 02/09/2021 C 364,138 ( 3 ) ( 3 ) Common Stock 364,138 ( 3 ) 0 I Vivo Capital Fund VIII, L.P. ( 2 )
Series C Preferred Stock ( 3 ) 02/09/2021 C 50,282 ( 3 ) ( 3 ) Common Stock 50,282 ( 3 ) 0 I Vivo Capital Surplus Fund VIII, L.P. ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Vivo Capital VIII, LLC
C/O VIVO CAPITAL LLC
192 LYTTON AVENUE
PALO ALTO, CA94301
X
Vivo Capital Fund VIII, L.P.
C/O VIVO CAPITAL LLC
192 LYTTON AVENUE
PALO ALTO, CA94301
X
Vivo Capital Surplus Fund VIII, L.P.
C/O VIVO CAPITAL LLC
192 LYTTON AVENUE
PALO ALTO, CA94301
X
Vivo Opportunity, LLC
C/O VIVO CAPITAL LLC
192 LYTTON AVENUE
PALO ALTO, CA94301
X
Vivo Opportunity Fund, L.P.
C/O VIVO CAPITAL LLC
192 LYTTON AVENUE
PALO ALTO, CA94301
X
Signatures
See Remarks 02/09/2021
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Series B Preferred Stock automatically converted on a 1-for-2.2 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering.
( 2 )Vivo Capital VIII, LLC ("Vivo LLC") is the general partner of each of Vivo Capital Fund VIII, L.P. and Vivo Capital Surplus Fund VIII, L.P., the record holder of the securities. Dr. Hongbo Lu is a Managing Partner at Vivo Capital LLC and a member of the Issuer's board of directors. Frank Kung, Edgar Engleman and Shan Fu are managing members of Vivo LLC and may be deemed to share voting and dispositive power over the securities held by Vivo Capital Fund VIII, L.P. and Vivo Capital Surplus Fund VIII, L.P. Each of these individuals disclaims beneficial ownership over such securities except to the extent of his 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.
( 3 )Each share of Series C Preferred Stock automatically converted on a 1-for-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering.
( 4 )Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund, L.P. Gaurav Aggarwal, Shan Fu, 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, L.P. Each of these individuals disclaims beneficial ownership over such securities except to the extent of his 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.

Remarks:
/s/ Frank Kung, as a managing member of Vivo Capital VIII, LLC /s/ Frank Kung, as a managing member of Vivo Capital VIII, LLC, the general partner of Vivo Capital Fund VIII, L.P. /s/ Frank Kung, as a managing member of Vivo Capital VIII, LLC, the general partner of Vivo Capital Surplus Fund VIII, L.P./s/ Frank Kung, as a managing member of Vivo Opportunity, LLC /s/ Frank Kung, as a managing member of Vivo Opportunity, LLC, the general partner of Vivo Opportunity Fund, L.P.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.