0000947871-22-000911.txt : 20220818
0000947871-22-000911.hdr.sgml : 20220818
20220818170030
ACCESSION NUMBER: 0000947871-22-000911
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220816
FILED AS OF DATE: 20220818
DATE AS OF CHANGE: 20220818
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ORBIMED ADVISORS LLC
CENTRAL INDEX KEY: 0001055951
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39926
FILM NUMBER: 221178051
BUSINESS ADDRESS:
STREET 1: 601 LEXINGTON AVENUE
STREET 2: 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: (212) 739-6400
MAIL ADDRESS:
STREET 1: 601 LEXINGTON AVENUE
STREET 2: 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: OrbiMed Capital GP VII LLC
CENTRAL INDEX KEY: 0001760648
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39926
FILM NUMBER: 221178050
BUSINESS ADDRESS:
STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-739-6491
MAIL ADDRESS:
STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: OrbiMed Advisors III Ltd
CENTRAL INDEX KEY: 0001841537
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39926
FILM NUMBER: 221178048
BUSINESS ADDRESS:
STREET 1: 601 LEXINGTON AVENUE
STREET 2: 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022-4629
BUSINESS PHONE: (212) 739-6400
MAIL ADDRESS:
STREET 1: 601 LEXINGTON AVENUE
STREET 2: 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022-4629
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: OrbiMed Genesis GP LLC
CENTRAL INDEX KEY: 0001808744
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39926
FILM NUMBER: 221178047
BUSINESS ADDRESS:
STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: (212) 739-6400
MAIL ADDRESS:
STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: OrbiMed Asia GP III, L.P.
CENTRAL INDEX KEY: 0001841462
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39926
FILM NUMBER: 221178049
BUSINESS ADDRESS:
STREET 1: 601 LEXINGTON AVENUE
STREET 2: 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022-4629
BUSINESS PHONE: (212) 739-6400
MAIL ADDRESS:
STREET 1: 601 LEXINGTON AVENUE
STREET 2: 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022-4629
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Terns Pharmaceuticals, Inc.
CENTRAL INDEX KEY: 0001831363
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1065 EAST HILLSDALE BLVD., SUITE 100
CITY: FOSTER CITY
STATE: CA
ZIP: 94404
BUSINESS PHONE: 650-525-5535 EXT.101
MAIL ADDRESS:
STREET 1: 1065 EAST HILLSDALE BLVD., SUITE 100
CITY: FOSTER CITY
STATE: CA
ZIP: 94404
4
1
ownership.xml
X0306
4
2022-08-16
0
0001831363
Terns Pharmaceuticals, Inc.
TERN
0001055951
ORBIMED ADVISORS LLC
601 LEXINGTON AVENUE
54TH FLOOR
NEW YORK
NY
10022
1
0
1
0
0001760648
OrbiMed Capital GP VII LLC
601 LEXINGTON AVENUE
54TH FLOOR
NEW YORK
NY
10022
1
0
1
0
0001841462
OrbiMed Asia GP III, L.P.
601 LEXINGTON AVENUE
54TH FLOOR
NEW YORK
NY
10022
1
0
1
0
0001841537
OrbiMed Advisors III Ltd
601 LEXINGTON AVENUE
54TH FLOOR
NEW YORK
NY
10022
1
0
1
0
0001808744
OrbiMed Genesis GP LLC
601 LEXINGTON AVENUE
54TH FLOOR
NEW YORK
NY
10022
1
0
1
0
Common Stock
2022-08-16
4
P
0
2470200
2.42
A
4744923
I
See footnotes
Common Stock
2022-08-16
4
P
0
457400
2.42
A
1973881
I
See footnotes
Common Stock
2022-08-16
4
P
0
762400
2.42
A
762400
I
See footnotes
Pre-Funded Warrant
2022-08-16
4
P
0
207500
A
Common Stock
207500
207500
I
See footnotes
Pre-Funded Warrant
2022-08-16
4
P
0
38450
A
Common Stock
38450
38450
I
See footnotes
Pre-Funded Warrant
2022-08-16
4
P
0
64050
A
Common Stock
64050
64050
I
See footnotes
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 the Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPI VII.
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 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 W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OAP III.
These securities are held of record by OrbiMed Genesis Master Fund, L.P. ("Genesis"). OrbiMed Genesis GP LLC ("Genesis GP") is the general partner of Genesis and OrbiMed Advisors is the managing member of Genesis GP. By virtue of such relationships, Genesis GP and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by Genesis 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 W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by Genesis.
This report on Form 4 is jointly filed by OrbiMed Advisors, OrbiMed GP, Genesis 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 L. 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.
Each Pre-Funded Warrant will be exercisable for one share of the Issuer's common stock at an exercise price per share of common stock equal to $0.0001 per share, each subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Issuer's common stock. Each Pre-Funded Warrant is exercisable from the date of issuance; provided that a holder will be prohibited from exercising a Pre-Funded Warrant if, as a result of such exercise, the holder, together with its affiliates, would own more than 4.99% of the total number of shares of common stock outstanding or 4.99% of the combined voting power of all of the Issuer's securities, in each case after giving effect to the exercise, which percentages may be changed at the holder's election to a higher or lower percentage not in excess of 19.99% upon 61 days' notice to the Issuer.
/s/ Carl L. Gordon, Member of OrbiMed Advisors LLC
2022-08-18
/s/ Carl L. Gordon, Member of OrbiMed Capital GP VII LLC
2022-08-18
/s/ Carl L. Gordon, Member of OrbiMed Asia GP III, L.P.
2022-08-18
/s/ Carl L. Gordon, Member of OrbiMed Advisors III Limited
2022-08-18
/s/ Carl L. Gordon, Member of OrbiMed Genesis GP LLC
2022-08-18