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Sec Form 4 Filing - ORBIMED ADVISORS 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 *
ORBIMED ADVISORS LLC
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 X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
601 LEXINGTON AVENUE, 54TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
02/09/2021
(Street)
NEW YORK, NY10022
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 1,326,481 A 1,326,481 I See footnotes ( 2 ) ( 4 )
Common Stock 02/09/2021 C 1,989,723 A 1,989,723 I See footnotes ( 3 ) ( 4 )
Common Stock 02/09/2021 P 190,000 A $ 17 1,516,481 I See footnotes ( 2 ) ( 4 )
Common Stock 02/09/2021 P 285,000 A $ 17 2,274,723 I See footnotes ( 3 ) ( 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 714,285 ( 1 ) ( 1 ) Common Stock 714,285 ( 1 ) 0 I See footnotes ( 2 ) ( 4 )
Series B Preferred Stock ( 1 ) 02/09/2021 C 1,071,428 ( 1 ) ( 1 ) Common Stock 1,071,428 ( 1 ) 0 I See footnotes ( 3 ) ( 4 )
Series C Preferred Stock ( 5 ) 02/09/2021 C 612,196 ( 5 ) ( 5 ) Common Stock 612,196 ( 5 ) 0 I See footnotes ( 2 ) ( 4 )
Series C Preferred Stock ( 5 ) 02/09/2021 C 918,295 ( 5 ) ( 5 ) Common Stock 918,295 ( 5 ) 0 I See footnotes ( 3 ) ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ORBIMED ADVISORS LLC
601 LEXINGTON AVENUE
54TH FLOOR
NEW YORK, NY10022
X X
OrbiMed Capital GP VII LLC
601 LEXINGTON AVENUE, 54TH FLOOR
NEW YORK, NY10022
X X
OrbiMed Asia GP III, L.P.
601 LEXINGTON AVENUE
54TH FLOOR
NEW YORK, NY10022-4629
X X
OrbiMed Advisors III Ltd
601 LEXINGTON AVENUE
54TH FLOOR
NEW YORK, NY10022-4629
X X
Signatures
OrbiMed Advisors LLC By: /s/ Douglas Coon, Chief Compliance Officer 02/09/2021
** Signature of Reporting Person Date
OrbiMed Capital GP VII LLC By: /s/ Douglas Coon, Chief Compliance Officer 02/09/2021
** Signature of Reporting Person Date
OrbiMed Advisors III Ltd By: /s/ Douglas Coon, Chief Compliance Officer 02/09/2021
** Signature of Reporting Person Date
OrbiMed Asia GP III, L.P. By: /s/ Douglas Coon, Chief Compliance Officer 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 )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 LLC ("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 Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the shares held by OAP III.
( 3 )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 Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the shares held by OPI VII.
( 4 )This report on Form 4 is jointly filed by OrbiMed Advisors, OrbiMed GP, Advisors III, and Asia GP. Each of the Reporting Persons 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 its pecuniary interest therein, if any. The Reporting Persons have designated a representative, Carl Gordon, a member of OrbiMed Advisors, to serve on the Issuer's board of directors. 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.
( 5 )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.

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.