Amendment: SEC Form SC 13G/A filed by Terns Pharmaceuticals Inc.

11/14/24 5:51:38 PM ET

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SC 13G/A 1 tm2428137d17_sc13ga.htm SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)*

Terns Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

880881107

(CUSIP Number)

September 30, 2024

(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨	Rule 13d-1(b)

x	Rule 13d-1(c)

¨	Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 880881107

Page 2 of 13

1.	Name of reporting persons Venrock Healthcare Capital Partners III, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x¹ (b) ¨
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware

Number of

Beneficially

Owned by

Each

Reporting

Person
With:

Sole Voting Power

Shared Voting Power

3,516,889²

Sole Dispositive Power

Shared Dispositive Power

3,516,889²

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,516,889²
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 4.99%³
12.	Type of Reporting Person (See Instructions) PN

1	Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.
2	Consists of (i) 685,355 shares and 29,067 shares issuable upon the exercise of immediately exercisable warrants (“*Warrants*”) held by Venrock Healthcare Capital Partners III, L.P.; (ii) 68,560 shares and 2,908 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings III, LLC; and (iii) 2,656,143 shares and 74,856 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners EG, L.P. The share numbers in the preceding sentence represent the maximum number of shares of common stock issuable upon exercise of the Warrants held by the Reporting Persons as a result of the beneficial ownership provision described in the following sentence. Under the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and a holder will not be entitled to exercise any portion of such Warrant, if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by the holder (together with its affiliates and other attribution parties) would exceed 4.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise. VHCP Management III, LLC is the general partner of Venrock Healthcare Capital Partners III, L.P. and the manager of VHCP Co-Investment Holdings III, LLC. VHCP Management EG, LLC is the general partner of Venrock Healthcare Capital Partners EG, L.P. Messrs. Shah and Koh are the voting members of VHCP Management III, LLC and VHCP Management EG, LLC.
3	This percentage is calculated based upon the sum of (i) 70,371,911 shares of the Issuer’s Common Stock outstanding as of July 26, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “*SEC*”) on August 5, 2024; and (ii) 106,831 shares issuable upon the exercise of the Warrants described in Footnote 2 above.

CUSIP No. 880881107

Page 3 of 13

1.	Name of reporting persons VHCP Co-Investment Holdings III, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x¹ (b) ¨
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware

Number of

Beneficially

Owned by

Each

Reporting

Person
With:

Sole Voting Power

Shared Voting Power

3,516,889²

Sole Dispositive Power

Shared Dispositive Power

3,516,889²

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,516,889²
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 4.99%³
12.	Type of Reporting Person (See Instructions) OO

1	Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.
2	Consists of (i) 685,355 shares and 29,067 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners III, L.P.; (ii) 68,560 shares and 2,908 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings III, LLC; and (iii) 2,656,143 shares and 74,856 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners EG, L.P. The share numbers in the preceding sentence represent the maximum number of shares of common stock issuable upon exercise of the Warrants held by the Reporting Persons as a result of the beneficial ownership provision described in the following sentence. Under the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and a holder will not be entitled to exercise any portion of such Warrant, if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by the holder (together with its affiliates and other attribution parties) would exceed 4.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise. VHCP Management III, LLC is the general partner of Venrock Healthcare Capital Partners III, L.P. and the manager of VHCP Co-Investment Holdings III, LLC. VHCP Management EG, LLC is the general partner of Venrock Healthcare Capital Partners EG, L.P. Messrs. Shah and Koh are the voting members of VHCP Management III, LLC and VHCP Management EG, LLC.
3	This percentage is calculated based upon the sum of (i) 70,371,911 shares of the Issuer’s Common Stock outstanding as of July 26, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2024; and (ii) 106,831 shares issuable upon the exercise of the Warrants described in Footnote 2 above.

CUSIP No. 880881107

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1.	Name of reporting persons Venrock Healthcare Capital Partners EG, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x¹ (b) ¨
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware

Number of

Beneficially

Owned by

Each

Reporting

Person
With:

Sole Voting Power

Shared Voting Power

3,516,889²

Sole Dispositive Power

Shared Dispositive Power

3,516,889²

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,516,889²
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 4.99%³
12.	Type of Reporting Person (See Instructions) PN

1	Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.
2	Consists of (i) 685,355 shares and 29,067 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners III, L.P.; (ii) 68,560 shares and 2,908 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings III, LLC; and (iii) 2,656,143 shares and 74,856 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners EG, L.P. The share numbers in the preceding sentence represent the maximum number of shares of common stock issuable upon exercise of the Warrants held by the Reporting Persons as a result of the beneficial ownership provision described in the following sentence. Under the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and a holder will not be entitled to exercise any portion of such Warrant, if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by the holder (together with its affiliates and other attribution parties) would exceed 4.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise. VHCP Management III, LLC is the general partner of Venrock Healthcare Capital Partners III, L.P. and the manager of VHCP Co-Investment Holdings III, LLC. VHCP Management EG, LLC is the general partner of Venrock Healthcare Capital Partners EG, L.P. Messrs. Shah and Koh are the voting members of VHCP Management III, LLC and VHCP Management EG, LLC.
3	This percentage is calculated based upon the sum of (i) 70,371,911 shares of the Issuer’s Common Stock outstanding as of July 26, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2024; and (ii) 106,831 shares issuable upon the exercise of the Warrants described in Footnote 2 above.

CUSIP No. 880881107

Page 5 of 13

1.	Name of reporting persons VHCP Management III, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x¹ (b) ¨
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware

Number of

Beneficially

Owned by

Each

Reporting

Person
With:

Sole Voting Power

Shared Voting Power

3,516,889²

Sole Dispositive Power

Shared Dispositive Power

3,516,889²

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,516,889²
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 4.99%³
12.	Type of Reporting Person (See Instructions) OO

1	Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.
2	Consists of (i) 685,355 shares and 29,067 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners III, L.P.; (ii) 68,560 shares and 2,908 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings III, LLC; and (iii) 2,656,143 shares and 74,856 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners EG, L.P. The share numbers in the preceding sentence represent the maximum number of shares of common stock issuable upon exercise of the Warrants held by the Reporting Persons as a result of the beneficial ownership provision described in the following sentence. Under the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and a holder will not be entitled to exercise any portion of such Warrant, if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by the holder (together with its affiliates and other attribution parties) would exceed 4.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise. VHCP Management III, LLC is the general partner of Venrock Healthcare Capital Partners III, L.P. and the manager of VHCP Co-Investment Holdings III, LLC. VHCP Management EG, LLC is the general partner of Venrock Healthcare Capital Partners EG, L.P. Messrs. Shah and Koh are the voting members of VHCP Management III, LLC and VHCP Management EG, LLC.
3	This percentage is calculated based upon the sum of (i) 70,371,911 shares of the Issuer’s Common Stock outstanding as of July 26, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2024; and (ii) 106,831 shares issuable upon the exercise of the Warrants described in Footnote 2 above.

CUSIP No. 880881107

Page 6 of 13

1.	Name of reporting persons VHCP Management EG, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x¹ (b) ¨
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware

Number of

Beneficially

Owned by

Each

Reporting

Person
With:

Sole Voting Power

Shared Voting Power

3,516,889²

Sole Dispositive Power

Shared Dispositive Power

3,516,889²

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,516,889²
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 4.99%³
12.	Type of Reporting Person (See Instructions) OO

1	Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.
2	Consists of (i) 685,355 shares and 29,067 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners III, L.P.; (ii) 68,560 shares and 2,908 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings III, LLC; and (iii) 2,656,143 shares and 74,856 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners EG, L.P. The share numbers in the preceding sentence represent the maximum number of shares of common stock issuable upon exercise of the Warrants held by the Reporting Persons as a result of the beneficial ownership provision described in the following sentence. Under the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and a holder will not be entitled to exercise any portion of such Warrant, if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by the holder (together with its affiliates and other attribution parties) would exceed 4.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise. VHCP Management III, LLC is the general partner of Venrock Healthcare Capital Partners III, L.P. and the manager of VHCP Co-Investment Holdings III, LLC. VHCP Management EG, LLC is the general partner of Venrock Healthcare Capital Partners EG, L.P. Messrs. Shah and Koh are the voting members of VHCP Management III, LLC and VHCP Management EG, LLC.
3	This percentage is calculated based upon the sum of (i) 70,371,911 shares of the Issuer’s Common Stock outstanding as of July 26, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2024; and (ii) 106,831 shares issuable upon the exercise of the Warrants described in Footnote 2 above.

CUSIP No. 880881107

Page 7 of 13

1.	Name of Reporting Persons Shah, Nimish
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x¹ (b) ¨
3.	SEC USE ONLY
4.	Citizenship or Place of Organization United States

Number of

Beneficially

Owned by

Each

Reporting

Person
With:

Sole Voting Power

Shared Voting Power

3,516,889²

Sole Dispositive Power

Shared Dispositive Power

3,516,889²

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,516,889²
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 4.99%³
12.	Type of Reporting Person (See Instructions) IN

1	Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.
2	Consists of (i) 685,355 shares and 29,067 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners III, L.P.; (ii) 68,560 shares and 2,908 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings III, LLC; and (iii) 2,656,143 shares and 74,856 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners EG, L.P. The share numbers in the preceding sentence represent the maximum number of shares of common stock issuable upon exercise of the Warrants held by the Reporting Persons as a result of the beneficial ownership provision described in the following sentence. Under the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and a holder will not be entitled to exercise any portion of such Warrant, if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by the holder (together with its affiliates and other attribution parties) would exceed 4.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise. VHCP Management III, LLC is the general partner of Venrock Healthcare Capital Partners III, L.P. and the manager of VHCP Co-Investment Holdings III, LLC. VHCP Management EG, LLC is the general partner of Venrock Healthcare Capital Partners EG, L.P. Messrs. Shah and Koh are the voting members of VHCP Management III, LLC and VHCP Management EG, LLC.
3	This percentage is calculated based upon the sum of (i) 70,371,911 shares of the Issuer’s Common Stock outstanding as of July 26, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2024; and (ii) 106,831 shares issuable upon the exercise of the Warrants described in Footnote 2 above.

CUSIP No. 880881107

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1.	Name of Reporting Persons Koh, Bong
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x¹ (b) ¨
3.	SEC USE ONLY
4.	Citizenship or Place of Organization United States

Number of

Beneficially

Owned by

Each

Reporting

Person
With:

Sole Voting Power

Shared Voting Power

3,516,889²

Sole Dispositive Power

Shared Dispositive Power

3,516,889²

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,516,889²
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 4.99%³
12.	Type of Reporting Person (See Instructions) IN

1	Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.
2	Consists of (i) 685,355 shares and 29,067 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners III, L.P.; (ii) 68,560 shares and 2,908 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings III, LLC; and (iii) 2,656,143 shares and 74,856 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners EG, L.P. The share numbers in the preceding sentence represent the maximum number of shares of common stock issuable upon exercise of the Warrants held by the Reporting Persons as a result of the beneficial ownership provision described in the following sentence. Under the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and a holder will not be entitled to exercise any portion of such Warrant, if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by the holder (together with its affiliates and other attribution parties) would exceed 4.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise. VHCP Management III, LLC is the general partner of Venrock Healthcare Capital Partners III, L.P. and the manager of VHCP Co-Investment Holdings III, LLC. VHCP Management EG, LLC is the general partner of Venrock Healthcare Capital Partners EG, L.P. Messrs. Shah and Koh are the voting members of VHCP Management III, LLC and VHCP Management EG, LLC.
3	This percentage is calculated based upon the sum of (i) 70,371,911 shares of the Issuer’s Common Stock outstanding as of July 26, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2024; and (ii) 106,831 shares issuable upon the exercise of the Warrants described in Footnote 2 above.

CUSIP No. 880881107

Page 9 of 13

Introductory Note: This Schedule 13G/A is filed on behalf of Venrock Healthcare Capital Partners III, L.P., a limited partnership organized under the laws of the State of Delaware (“VHCP III LP”), VHCP Co-Investment Holdings III, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Co-Investment III”), Venrock Healthcare Capital Partners EG, L.P., a limited partnership organized under the laws of the State of Delaware (“VHCP EG”), VHCP Management III, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Management III”), VHCP Management EG, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Management EG” and collectively with VHCP III LP, VHCP Co-Investment III, VHCP EG and VHCP Management III, the “Venrock Entities”), Nimish Shah (“Shah”) and Bong Koh (“Koh”) in respect of Common Stock of Terns Pharmaceuticals, Inc.

Item 1.

(a)

Name of Issuer

Terns Pharmaceuticals, Inc.

(b)

Address of Issuer’s Principal Executive Offices

1065 East Hillsdale Blvd., Suite 100

Foster City, California 94404

Item 2.

(a)

Name of Person Filing

Venrock Healthcare Capital Partners III, L.P.

VHCP Co-Investment Holdings III, LLC

Venrock Healthcare Capital Partners EG, L.P.

VHCP Management III, LLC

VHCP Management EG, LLC

Nimish Shah

Bong Koh

(b)

Address of Principal Business Office or, if none, Residence

	New York Office:	Palo Alto Office:

	7 Bryant Park	3340 Hillview Avenue
	23rd Floor	Palo Alto, CA 94304
	New York, NY 10018

(c)

Citizenship

All of the Venrock Entities were organized in Delaware. The individuals are both United States citizens.

(d)

Title of Class of Securities

Common Stock, par value $0.0001 per share

(e)

CUSIP Number

880881107

CUSIP No. 880881107

Page 10 of 13

Item 3.

If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable

Item 4.

Ownership

(a)

Amount Beneficially Owned as of September 30, 2024:

Venrock Healthcare Capital Partners III, L.P.			3,516,889
VHCP Co-Investment Holdings III, LLC			3,516,889
Venrock Healthcare Capital Partners EG, L.P.			3,516,889
VHCP Management III, LLC			3,516,889
VHCP Management EG, LLC			3,516,889
Nimish Shah			3,516,889
Bong Koh			3,516,889

(b)

Percent of Class as of September 30, 2024:

Venrock Healthcare Capital Partners III, L.P.
VHCP Co-Investment Holdings III, LLC
Venrock Healthcare Capital Partners EG, L.P.
VHCP Management III, LLC
VHCP Management EG, LLC
Nimish Shah
Bong Koh

(c)

Number of shares as to which the person has, as of September 30, 2024:

(i)

Sole power to vote or to direct the vote

Venrock Healthcare Capital Partners III, L.P.
VHCP Co-Investment Holdings III, LLC
Venrock Healthcare Capital Partners EG, L.P.
VHCP Management III, LLC
VHCP Management EG, LLC
Nimish Shah
Bong Koh

(ii)

Shared power to vote or to direct the vote

Venrock Healthcare Capital Partners III, L.P.			3,516,889
VHCP Co-Investment Holdings III, LLC			3,516,889
Venrock Healthcare Capital Partners EG, L.P.			3,516,889
VHCP Management III, LLC			3,516,889
VHCP Management EG, LLC			3,516,889
Nimish Shah			3,516,889
Bong Koh			3,516,889

CUSIP No. 880881107

Page 11 of 13

(iii)

Sole power to dispose or to direct the disposition of

Venrock Healthcare Capital Partners III, L.P.
VHCP Co-Investment Holdings III, LLC
Venrock Healthcare Capital Partners EG, L.P.
VHCP Management III, LLC
VHCP Management EG, LLC
Nimish Shah
Bong Koh

(iv)

Shared power to dispose or to direct the disposition of

Venrock Healthcare Capital Partners III, L.P.			3,516,889
VHCP Co-Investment Holdings III, LLC			3,516,889
Venrock Healthcare Capital Partners EG, L.P.			3,516,889
VHCP Management III, LLC			3,516,889
VHCP Management EG, LLC			3,516,889
Nimish Shah			3,516,889
Bong Koh			3,516,889

Consists of (i) 685,355 shares and 29,067 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners III, L.P.; (ii) 68,560 shares and 2,908 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings III, LLC; and (iii) 2,656,143 shares and 74,856 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners EG, L.P. The share numbers in the preceding sentence represent the maximum number of shares of common stock issuable upon exercise of the Warrants held by the Reporting Persons as a result of the beneficial ownership provision described in the following sentence. Under the terms of the Warrants, the Issuer may not effect the exercise of any such Warrant, and a holder will not be entitled to exercise any portion of such Warrant, if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by the holder (together with its affiliates and other attribution parties) would exceed 4.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise. VHCP Management III, LLC is the general partner of Venrock Healthcare Capital Partners III, L.P. and the manager of VHCP Co-Investment Holdings III, LLC. VHCP Management EG, LLC is the general partner of Venrock Healthcare Capital Partners EG, L.P. Messrs. Shah and Koh are the voting members of VHCP Management III, LLC and VHCP Management EG, LLC.

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not Applicable

Item 8.

Identification and Classification of Members of the Group

Not Applicable

Item 9.

Notice of Dissolution of a Group

Not Applicable

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

CUSIP No. 880881107

Page 12 of 13

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 14, 2024

Venrock Healthcare Capital Partners III, L.P.

By:	VHCP Management III, LLC
Its:	General Partner

By:	/s/ Sherman G. Souther
	Name: Sherman G. Souther
	Its: Authorized Signatory

VHCP Co-Investment Holdings III, LLC

By:	VHCP Management III, LLC
Its:	Manager

By:	/s/ Sherman G. Souther
	Name: Sherman G. Souther
	Its: Authorized Signatory

VHCP Management III, LLC

By:	/s/ Sherman G. Souther
	Name: Sherman G. Souther
	Its: Authorized Signatory

Venrock Healthcare Capital Partners EG, L.P.

By:	VHCP Management EG, LLC
Its:	General Partner

By:	/s/ Sherman G. Souther
	Name: Sherman G. Souther
	Its: Authorized Signatory

VHCP Management EG, LLC

By:	/s/ Sherman G. Souther
	Name: Sherman G. Souther
	Its: Authorized Signatory

Nimish Shah

/s/ Sherman G. Souther
Sherman G. Souther, Attorney-in-fact

Bong Koh

/s/ Sherman G. Souther
Sherman G. Souther, Attorney-in-fact

CUSIP No. 880881107

Page 13 of 13

EXHIBITS

Joint Filing Agreement (incorporated by reference to Exhibit A to Schedule 13G filed on August 29, 2022)

Power of Attorney for Nimish Shah (incorporated by reference to Exhibit B to Schedule 13G filed on August 29, 2022)

Power of Attorney for Bong Koh (incorporated by reference to Exhibit C to Schedule 13G filed on August 29, 2022)

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Date	Price Target	Rating	Analyst
2/28/2025		Mkt Perform	William Blair
10/31/2024	$82.00	Outperform	Oppenheimer
6/22/2023	$16.00	Buy	Mizuho
6/7/2023	$18.00	Buy	Jefferies
5/31/2023	$23.00	Buy	ROTH MKM
5/8/2023	$18.00	Outperform	BMO Capital Markets
2/14/2023	$17.00	Mkt Outperform	JMP Securities
2/7/2023	$19.00	Buy	UBS

Amendment: SEC Form SC 13G/A filed by Terns Pharmaceuticals Inc.

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$TERN Press Releases

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Terns Pharmaceuticals Reports First Quarter 2025 Financial Results and Provides Corporate Updates

Terns Pharmaceuticals Reports Inducement Grants to New Employees Under Nasdaq Listing Rule 5635(C)(4)

Terns Pharmaceuticals to Participate in The Citizens Life Sciences Conference

$TERN SEC Filings

SEC Form S-3 filed by Terns Pharmaceuticals Inc.

SEC Form 10-Q filed by Terns Pharmaceuticals Inc.

Terns Pharmaceuticals Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Financial Statements and Exhibits

$TERN Leadership Updates

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Terns Pharmaceuticals Appoints Andrew Gengos as Chief Financial Officer

Terns Pharmaceuticals Appoints Robert Azelby to Board of Directors

Terns Pharmaceuticals Appoints Heather Turner, J.D., to Board of Directors

$TERN Insider Trading

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$TERN Financials

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Chief Medical Officer Kuriakose Emil sold $2,366 worth of shares (952 units at $2.49), decreasing direct ownership by 2% to 53,317 units (SEC Form 4)

SEC Form 4 filed by Chief Financial Officer Gengos Andrew

SEC Form 3 filed by new insider Gengos Andrew

Terns Pharmaceuticals Announces Positive Phase 1 Clinical Trial Results with TERN-601 Once-Daily Oral GLP-1R Agonist for the Treatment of Obesity

Terns Achieves Primary Endpoint and All Secondary Endpoints in Phase 2a DUET Trial of THR-β Agonist TERN-501 in NASH

William Blair initiated coverage on Terns Pharmaceuticals

Oppenheimer initiated coverage on Terns Pharmaceuticals with a new price target

Mizuho initiated coverage on Terns Pharmaceuticals with a new price target

$TERN Insider Purchases

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Chief Business Officer Jung Melita Sun bought $11,498 worth of shares (2,250 units at $5.11) (SEC Form 4)

Chief Executive Officer Burroughs Amy L. bought $2,606 worth of shares (510 units at $5.11), increasing direct ownership by 3% to 19,609 units (SEC Form 4)

Chief Executive Officer Burroughs Amy L. bought $110,468 worth of shares (15,450 units at $7.15), increasing direct ownership by 423% to 19,099 units (SEC Form 4)

$TERN Large Ownership Changes

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