0001567619-21-002204.txt : 20210204 0001567619-21-002204.hdr.sgml : 20210204 20210204171604 ACCESSION NUMBER: 0001567619-21-002204 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210204 FILED AS OF DATE: 20210204 DATE AS OF CHANGE: 20210204 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sundaram Senthil Vel CENTRAL INDEX KEY: 0001762316 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39926 FILM NUMBER: 21592246 MAIL ADDRESS: STREET 1: NIGHTSTAR THERAPEUTICS PLC STREET 2: 203 CRESCENT STREET, SUITE 303 CITY: WALTHAM STATE: MA ZIP: 02453 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 3 1 doc1.xml FORM 3 X0206 3 2021-02-04 0 0001831363 Terns Pharmaceuticals, Inc. TERN 0001762316 Sundaram Senthil Vel C/O TERNS PHARMACEUTICALS, INC. 1065 EAST HILLSDALE BLVD., SUITE 100 FOSTER CITY CA 94404 1 1 0 0 Chief Executive Officer Stock Option (Right to Buy) 6.86 2030-08-12 Common Stock 370170 D Stock Option (Right to Buy) 9.24 2030-12-29 Common Stock 579027 D This option is early exercisable. 25% of the shares subject to the option vest on the first anniversary measured from July 30, 2020 (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. Reflects a 1-for-14 reverse stock split of the Issuer's outstanding securities effected prior to the effectiveness of the Issuer's S-1 Registration Statement. This option is early exercisable. 25% of the shares subject to the option vest on the first anniversary measured from December 30, 2020 (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. Exhibit 24.1 - Power of Attorney /s/ Bryan Yoon, as Attorney-in-Fact for Senthil Sundaram 2021-02-04 EX-24.1 2 poa_sundaram.htm POWER OF ATTORNEY
POWER OF ATTORNEY
 
Know all by these presents, that the undersigned hereby constitutes and appoints each of (i) the Chief Executive Officer of Terns Pharmaceuticals, Inc., a Delaware corporation (the “Company”), who is currently Senthil Sundaram, (ii) the Company’s Chief Financial Officer, who is currently Mark Vignola, (iii) the Company’s General Counsel, who is currently Bryan Yoon and (iv) the Company’s Controller, who is currently David Strauss, and their respective successors, signing singly, with full power of substitution, as the undersigned’s true and lawful attorney-in-fact to:
 

  (1)
execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of the Company, Forms 3, 4 and 5 (including amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder and a Form ID, Uniform Application for Access Codes to File on EDGAR;
 

 (2)
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms 3, 4 or 5 or Form ID and timely file such forms (including amendments thereto) and application with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
 

 (3)
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

The undersigned agrees that each such attorney-in-fact herein may rely entirely on information furnished orally or in writing by the undersigned to such attorney-in-fact.  The undersigned also agrees to indemnify and hold harmless the Company and each such attorney-in-fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are based upon any untrue statements or omission of necessary facts in the information provided by the undersigned to such attorney-in fact for purposes of executing, acknowledging, delivering or filing Forms 3, 4 or 5 (including amendments thereto) or Form ID and agrees to reimburse the Company and such attorney-in-fact for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action.

This Power of Attorney supersedes any power of attorney previously executed by the undersigned regarding the purposes outlined in the first paragraph hereof (“Prior Powers of Attorney”), and the authority of the attorneys-in-fact named in any Prior Powers of Attorney is hereby revoked.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 or 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier (a) revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact or (b) superseded by a new power of attorney regarding the purposes outlined in the first paragraph hereof dated as of a later date.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 3rd day of February, 2021.

 
/s/ Senthil Sundaram          
Senthil Sundaram