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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1. Name and Address of Reporting Person* Burroughs Amy L. (Last) (First) (Middle) C/O TERNS PHARMACEUTICALS, INC. 1065 EAST HILLSDALE BLVD., SUITE 100 (Street) FOSTER CITY CA 94404 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/07/2024	3. Issuer Name and Ticker or Trading Symbol Terns Pharmaceuticals, Inc. [ TERN ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

Remarks:

Chief Executive Officer Exhibit 24.1 - Power of Attorney

No securities are beneficially owned.

	/s/ Bryan Yoon, as Attorney-in-Fact for Amy L. Burroughs	02/15/2024
	** 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.
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POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby
constitutes and appoints each of (i) the  Chief Financial
Officer of Terns Pharmaceuticals, Inc. (the "Company"), who
is currently Mark Vignola, (ii) the Company's General
Counsel and Chief Operating Officer, who is currently Bryan
Yoon and (iii) 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 any 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 any amendments
thereto) and application with the United States Securities
and Exchange Commission and any stock exchange or similar
authority;
(3) seek or obtain, as the undersigned's representative and
on the undersigned's behalf, information regarding
transactions in the Company's securities from any third
party, including brokers, employee benefit plan
administrators and trustees, and the undersigned hereby
authorizes any such release of information; and
(4) 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 relieving,
nor is the Company assuming nor relieving, any of the
undersigned's responsibilities to comply with Section 16 of
the Securities Exchange Act of 1934 (the "Exchange Act").
The undersigned acknowledges that neither the Company nor
the foregoing attorneys-in-fact- assumed (i) any liability
for the undersigned's responsibility to comply with the
requirement of the Exchange Act, (ii) any liability of the
undersigned for any failure to comply with such
requirements, or (iii) any obligation or liability of the
undersigned for profit disgorgement under Section 16(b) of
the Exchange Act.
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.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of the date below.


Name: Amy Burroughs
Signature: /s/ Amy Burroughs
Date: February 12, 2024