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

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 Exercisabl e 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.

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