Sec Form 4 Filing - LAV Biosciences Fund V, L.P. @ 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 LAV Biosciences Fund V, L.P. 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) UNIT 902-904, TWO CHINACHEM CENTRAL 3. Date of Earliest Transaction (MM/DD/YY) 02/09/2021 (Street) 26 DES VOEUX ROAD CENTRAL, K300000 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 1,392,857 A 1,392,857 I See footnotes ( 2 ) ( 8 ) Common Stock 02/09/2021 C 696,428 A 696,428 I See footnotes ( 3 ) ( 8 ) Common Stock 02/09/2021 C 1,286,698 A 1,286,698 I See footnotes ( 5 ) ( 8 ) Common Stock 02/09/2021 C 1,405,583 A 1,405,583 I See footnotes ( 7 ) ( 8 )

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 A Preferred Stock ( 1 ) 02/09/2021 C 1,392,857 ( 1 ) ( 1 ) Common Stock 1,392,857 ( 1 ) 0 I See footnotes ( 2 ) ( 8 ) Series A Preferred Stock ( 1 ) 02/09/2021 C 696,428 ( 1 ) ( 1 ) Common Stock 696,428 ( 1 ) 0 I See footnotes ( 3 ) ( 8 ) Series B Preferred Stock ( 4 ) 02/09/2021 C 952,380 ( 4 ) ( 4 ) Common Stock 952,380 ( 4 ) 0 I See footnotes ( 5 ) ( 8 ) Series C Preferred Stock ( 6 ) 02/09/2021 C 334,318 ( 6 ) ( 6 ) Common Stock 334,318 ( 6 ) 0 I See footnotes ( 5 ) ( 8 ) Series C Preferred Stock ( 6 ) 02/09/2021 C 1,405,583 ( 6 ) ( 6 ) Common Stock 1,405,583 ( 6 ) 0 I See footnotes ( 7 ) ( 8 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LAV Biosciences Fund V, L.P. UNIT 902-904 TWO CHINACHEM CENTRAL 26 DES VOEUX ROAD CENTRAL, K300000 X Hopewell Resources Holdings Ltd UNIT 902-904 TWO CHINACHEM CENTRAL 26 DES VOEUX ROAD CENTRAL, K3000000 X Oriental Spring Venture Ltd UNIT 902-904 TWO CHINACHEM CENTRAL 26 DES VOEUX ROAD CENTRAL, K3000000 X LAV Aqua Ltd UNIT 902-904 TWO CHINACHEM CENTRAL 26 DES VOEUX ROAD CENTRAL, K3000000 X Signatures /s/ Yu Luo, as Authorized Signatory of LAV Biosciences Fund V, L.P. 02/09/2021 Signature of Reporting Person Date /s/ Yu Luo, as Director of Hopewell Resources Holdings Ltd 02/09/2021 Signature of Reporting Person Date /s/ Yu Luo, as Director of Oriental Spring Venture Ltd 02/09/2021 Signature of Reporting Person Date /s/ Yu Luo, as Director of LAV Aqua Ltd 02/09/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of Series A 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. ( 2 )Shares held by Hopewell Resources Holdings Limited. ( 3 )Shares held by Oriental Spring Venture Limited. ( 4 )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. ( 5 )Shares held by LAV Aqua Limited. ( 6 )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. ( 7 )Shares held by LAV Biosciences Fund V, L.P. ( 8 )LAV Corporate GP, Ltd. is the general partner of LAV GP III, L.P., which is the general partner of the parent entity of Hopewell Resources Holdings Limited and Oriental Spring Venture Limited. LAV Corporate IV GP, Ltd., is the general partner of LAV GP IV, L.P., which is the general partner of the parent entity of LAV Aqua Limited. LAV Corporate V GP, Ltd., is the general partner of LAV GP V, L.P., which is the general partner of LAV Biosciences Fund V, L.P. Dr. Yi Shi is the managing partner of LAV Corporate GP, Ltd., LAV Corporate IV GP, Ltd., and LAV Corporate V, L.P. and has all voting and investment power with respect to shares beneficially held by each of Hopewell Resources Holdings Limited, Oriental Spring Venture Limited, LAV Aqua Limited and LAV Biosciences Fund V, L.P. Dr. Yi Shi is a managing partner at Lilly Asia Ventures.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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