David Strauss - Feb 1, 2025 Form 3 Insider Report for Terns Pharmaceuticals, Inc. (TERN)

Role
Principal Accounting Officer
Signature
/s/ David Strauss
Stock symbol
TERN
Transactions as of
Feb 1, 2025
Transactions value $
$0
Form type
3
Date filed
2/11/2025, 06:06 PM
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding TERN Common Stock 89.7K Feb 1, 2025 Direct F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding TERN Stock Option (Right to Buy) Feb 1, 2025 Common Stock 20K $17.00 Direct F4
holding TERN Stock Option (Right to Buy) Feb 1, 2025 Common Stock 11.3K $10.72 Direct F5
holding TERN Stock Option (Right to Buy) Feb 1, 2025 Common Stock 22.5K $10.43 Direct F6
holding TERN Stock Option (Right to Buy) Feb 1, 2025 Common Stock 33.8K $7.20 Direct F7
holding TERN Stock Option (Right to Buy) Feb 1, 2025 Common Stock 60K $6.59 Direct F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Includes 2,892 shares represented by a Restricted Stock Unit ("RSU"), of which 25% of the original 11,570 shares subject to the RSUs vested on the first anniversary measured from January 1, 2022 (the "Vesting Commencement Date"), and 1/16th of the total number of shares vested or will vest quarterly thereafter, such that 100% of the RSUs will be fully vested on the fourth anniversary of the Vesting Commencement Date.
F2 Includes 15,750 shares represented by a Restricted Stock Unit ("RSU"), of which 25% of the original 31,500 shares subject to the RSUs vested on the first anniversary measured from January 1, 2023 (the "Vesting Commencement Date"), and 1/16th of the total number of shares vested or will vest quarterly thereafter, such that 100% of the RSUs will be fully vested on the fourth anniversary of the Vesting Commencement Date.
F3 Includes 12,675 shares represented by a Restricted Stock Unit ("RSU"), of which 25% of the original 16,900 shares subject to the RSUs vested on the first anniversary measured from January 1, 2024 (the "Vesting Commencement Date"), and 1/16th of the total number of shares vested or will vest quarterly thereafter, such that 100% of the RSUs will be fully vested on the fourth anniversary of the Vesting Commencement Date.
F4 25% of the shares subject to the option vest on the first anniversary measured from January 25, 2021 (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.
F5 25% of the shares subject to the option vest on the first anniversary measured from September 28, 2021 (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.
F6 25% of the shares subject to the option vest on the first anniversary measured from January 1, 2023 (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.
F7 25% of the shares subject to the option vest on the first anniversary measured from January 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.
F8 25% of the shares subject to the option vest on the first anniversary measured from December 12, 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.

Remarks:

Exhibit 24.1 - Power of Attorney