SEC FORM
3
SEC Form 3
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Estimated average burden |
| hours per response: |
0.5 |
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1. Name and Address of Reporting Person*
| C/O TERNS PHARMACEUTICALS, INC. |
| 1065 E. HILLSDALE BLVD., SUITE 100 |
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year)
05/31/2022
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3. Issuer Name and Ticker or Trading Symbol
Terns Pharmaceuticals, Inc.
[ TERN ]
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
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10% Owner |
| X |
Officer (give title below) |
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Other (specify below) |
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Chief Medical Officer
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5. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
|
Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
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2.
Amount of Securities Beneficially Owned (Instr.
4)
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3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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4. Nature of Indirect Beneficial Ownership (Instr.
5)
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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|---|
| 1. Title of Derivative Security (Instr.
4)
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2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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6. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Explanation of Responses: |
| Remarks: |
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| No securities are beneficially owned. |
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/s /Bryan Yoon, Attorney-in-Fact for Kerry Russell |
06/10/2022 |
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** Signature of Reporting Person |
Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * If the form is filed by more than one reporting person,
see
Instruction
5
(b)(v). |
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
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 6th day of June, 2022.
/s/ Kerry Russell
Kerry Russell
