OrbiMed Adjusts Terns Pharma Stake to 5.1%

TL;DR

OrbiMed now owns 5.1% of Terns Pharma after filing an amendment. Watch for potential moves.

AI Summary

On September 16, 2024, OrbiMed Advisors LLC and its affiliates filed an amendment (No. 5) to their Schedule 13D for Terns Pharmaceuticals, Inc. This filing indicates a change in beneficial ownership, with OrbiMed Advisors III Limited now holding 1,750,000 shares of common stock, representing approximately 5.1% of the outstanding shares. This update reflects a shift in their investment position in the company.

Why It Matters

This filing signals a potential shift in influence or strategy by a significant investor in Terns Pharmaceuticals, which could impact the company's stock performance and future corporate actions.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership by large investment firms can indicate evolving strategies or market perceptions, potentially leading to increased volatility.

Key Numbers

• 1,750,000 — Shares Held (OrbiMed Advisors III Limited's stake in Terns Pharmaceuticals)
• 5.1% — Ownership Percentage (OrbiMed Advisors III Limited's beneficial ownership of Terns Pharmaceuticals)

Key Players & Entities

• OrbiMed Advisors LLC (company) — Filing entity
• Terns Pharmaceuticals, Inc. (company) — Subject company
• OrbiMed Advisors III Limited (company) — Holder of shares
• 1,750,000 (dollar_amount) — Number of shares held
• 5.1% (dollar_amount) — Percentage of shares held
• September 16, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.0001 — relates to the common stock, par value $0.0001 per share (the " Shares "), of Terns Ph
• $25 million — , net of selling expenses, would exceed $25 million) . The Issuer is required to use commer
• $1 million — te price to the public equal or exceeds $1 million. The Issuer is not obligated to effect

Filing Documents

• ss3873392_sc13da.htm (SC 13D/A) — 149KB
• ss3873392_ex9901.htm (EX-99.1) — 9KB
• 0000947871-24-000758.txt ( ) — 160KB

Security and Issuer

Item 1. Security and Issuer This Amendment No. 5 (" Amendment No. 5 ") to Schedule 13D supplements and amends the Statement on Schedule 13D of OrbiMed Advisors LLC, OrbiMed Capital GP VII LLC, OrbiMed Asia GP III, L.P., and OrbiMed Advisors III Limited originally filed with the Securities and Exchange Commission (the " SEC ") on February 23, 2021, as amended by Amendment No. 1 filed with the SEC on August 18, 2022, Amendment No. 2 filed with the SEC on December 28, 2022, Amendment No. 3 filed with the SEC on March 29, 2023, and Amendment No. 4 filed with the SEC on July 18, 2024. This Amendment No. 5 relates to the common stock, par value $0.0001 per share (the " Shares "), of Terns Pharmaceuticals, Inc., a corporation organized under the laws of Delaware (the " Issuer " ), with its principal executive offices located at 1065 East Hillsdale Boulevard, Suite 100, Foster City, California 94404 . The Shares are listed on the NASDAQ Global Select Market under the ticker symbol "TERN". Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. This Amendment No. 5 is being filed to report that the percentage of outstanding Shares that the Reporting Persons (as defined below) may be deemed to beneficially own decreased by more than 1% as a result of an increase in the number of Shares outstanding.

Identity and Background

Item 2. Identity and Background (a) This Amendment No. 5 is being filed by OrbiMed Advisors LLC (" OrbiMed Advisors "), OrbiMed Capital GP VII LLC (" GP VII "), OrbiMed Asia GP III, L.P. (" OAP GP III "), OrbiMed Advisors III Limited (" Advisors III "), and OrbiMed Genesis GP LLC (" OrbiMed Genesis ") (collectively, the " Reporting Persons "). (b) — (c), (f) OAP GP III, a Cayman Islands exempted limited partnership, is the general partner of a limited partnership, as more particularly described in Item 6 below. OAP GP III has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022. Advisors III, a Cayman Islands exempted company, is the general partner of OAP GP III, as more particularly described in Item 6 below. Advisors III has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022. OrbiMed Advisors, a limited liability company organized under the laws of Delaware and a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the investment manager of a limited partnership, as more particularly described in Item 6 below and is the managing member of GP VII and OrbiMed Genesis, as more particularly described in Item 6 below. OrbiMed Advisors has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022. OrbiMed Genesis, a limited liability company organized under the laws of Delaware, is the general partner of a limited partnership as more particularly described in Item 6 below. OrbiMed Genesis has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022. The directors and executive officers of OrbiMed Advisors, Advisors III, OAP GP III, GP VII, and OrbiMed Genesis are set forth on Schedules I, II, III, IV and V, respectively, attached hereto. Schedules I, II, III, IV and V set forth the following information with respect to each such person: (i) name; (ii) business address; (iii) present principal occupation of emp

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration Not applicable.

Purpose of Transaction

Item 4. Purpose of Transaction The Reporting Persons from time to time intend to review their investment in the Issuer on the basis of various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's Shares in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time. If the Reporting Persons believe that further investment in the Issuer is attractive, whether because of the market price of Shares or otherwise, they may acquire Shares or other securities of the Issuer either in the open market or in privately negotiated transactions. Similarly, depending on market and other factors, the Reporting Persons may determine to dispose of some or all of the Shares currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons either in the open market or in privately negotiated transactions. Except as set forth in this Amendment No. 5, the Reporting Persons have not formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries, (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, (e) any material change in the Issuer's capitalization or dividend policy of the Issuer, (f) any other material ch

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer (a) — (b) The following disclosure is based upon 84,399,684 Shares outstanding of the Issuer, as set forth in the Issuer's Rule 424(b)(5) Prospectus filed with the SEC on September 11, 2024. As of the date of this filing, OrbiMed Private Investments VII, LP (" OPI VII "), a limited partnership organized under the laws of Delaware, holds 4,839,412 Shares, constituting approximately 5.7% of the issued and outstanding Shares. GP VII is the general partner of OPI VII, pursuant to the terms of the limited partnership agreement of OPI VII, and OrbiMed Advisors is the managing member of GP VII, pursuant to the terms of the limited liability company agreement of GP VII. As a result, OrbiMed Advisors and GP VII share power to direct the vote and disposition of the Shares held by OPI VII and may be deemed directly or indirectly, including by reason of their mutual affiliation, to be the beneficial comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the Shares held by OPI VII. As of the date of this filing, OrbiMed Asia Partners III, L.P. (" OAP III "), a limited partnership organized under the laws of the Cayman Islands, holds 1,967,924 Shares, constituting approximately 2.3% of the issued and outstanding Shares. OAP GP III is the general partner of OAP III pursuant to the terms of the limited partnership agreement of OAP III, Advisors III is the general partner of OAP GP III pursuant to the terms of the limited partnership agreement of OAP GP III, and OrbiMed Advisors is the advisory company to OAP III pursuant to the terms of the limited partnership agreement of OAP III. As a result, OAP GP III, Advisors III, and OrbiMed Advisors share power to direct the vote and disposition of the Shares held by OAP III and may be deemed directly or indir

Contracts, Arrangements, Understandings or Relationships

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer In addition to the relationships between the Reporting Persons described in Items 2 and 5 above, GP VII is the general partner of OPI VII, pursuant to the terms of the limited partnership agreement of OPI VII. Pursuant to this agreement and relationship, GP VII has discretionary investment management authority with respect to the assets of OPI VII. Such authority includes the power to vote and otherwise dispose of securities held by OPI VII. The number of outstanding Shares of the Issuer attributable to OPI VII is 4,839,412 Shares. GP VII, pursuant to its authority under the limited partnership agreement of OPI VII, may be considered to hold indirectly 4,839,412 Shares. In addition to the relationships between the Reporting Persons described in Items 2 and 5 above, OAP GP III is the general partner of OAP III, pursuant to the terms of the limited partnership agreement of OAP III and Advisors III is the general partner of OAP GP III pursuant to the terms of the limited partnership agreement of OAP GP III. Pursuant to this agreement and relationship, OAP GP III and Advisors III have discretionary investment management authority with respect to the assets of OAP III. Such authority includes the power to vote and otherwise dispose of securities held by OAP III. The number of outstanding Shares of the Issuer attributable to OAP III is 1,967,924 Shares. OAP GP III and Advisors III, pursuant to their authority under the limited partnership agreements of OAP III and Advisors III, respectively, may be considered to hold indirectly 1,967,924 Shares. OrbiMed Genesis is the general partner of Genesis, pursuant to the terms of the limited partnership agreement of Genesis. Pursuant to this agreement and relationship, OrbiMed Genesis has discretionary investment management authority with respect to the assets of Genesis. Such authority includes the power to vote and otherw

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