0001562180-24-002316.txt : 20240305 0001562180-24-002316.hdr.sgml : 20240305 20240305180154 ACCESSION NUMBER: 0001562180-24-002316 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240301 FILED AS OF DATE: 20240305 DATE AS OF CHANGE: 20240305 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Burroughs Amy L. CENTRAL INDEX KEY: 0001872564 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39926 FILM NUMBER: 24722941 MAIL ADDRESS: STREET 1: TWO CARLSON PARKWAY, SUITE 260 CITY: MINNEAPOLIS STATE: MN ZIP: 55447 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Terns Pharmaceuticals, Inc. CENTRAL INDEX KEY: 0001831363 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences 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 primarydocument.xml PRIMARY DOCUMENT X0508 4 2024-03-01 false 0001831363 Terns Pharmaceuticals, Inc. TERN 0001872564 Burroughs Amy L. C/O TERNS PHARMACEUTICALS, INC. 1065 EAST HILLSDALE BLVD., SUITE 100 FOSTER CITY CA 94404 true true false false Chief Executive Officer false Restricted Stock Unit 2024-03-01 4 A false 150000.00 0.00 A Common Stock 150000.00 150000.00 D Stock Option (Right to buy) 7.31 2024-03-01 4 A false 1250000.00 0.00 A 2034-02-28 Common Stock 1250000.00 1250000.00 D Each restricted stock unit ("RSU") represents the contingent right to receive, upon vesting, one share of common stock. The restricted stock unit award has a four-year term and vests based on the achievement of milestones stock prices with respect to the Issuer's common stock, subject to the Reporting Person's continued employment through the applicable vesting milestones. The restricted stock unit award vests as to 50% of the shares underlying the award if the average closing price of the Issuer's common stock over 30 consecutive trading days equals or exceeds $15.00 per share and as to the remaining 50% of the shares underlying the award if the average closing price of the Issuer's common stock over 30 consecutive trading days equals or exceeds $20.00 per share; provided that vesting shall not be deemed to occur earlier than the first anniversary of the Reporting Person's first day of employment and that vesting must be achieved on or before the fourth anniversary of the first day of employment. 25% of the shares subject to the option vest on the first anniversary measured from March 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. /s/ Bryan Yoon, as Attorney-in-Fact for Amy L. Burroughs 2024-03-05