SEC Filing | Terns Pharmaceuticals, Inc.

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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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1. Name and Address of Reporting Person^*

Kuriakose Emil

(Last)

(First)

(Middle)

C/O TERNS PHARMACEUTICALS, INC.

1065 E. HILLSDALE BLVD., SUITE 100

(Street)

FOSTER CITY

94404

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/10/2024

3. Issuer Name and Ticker or Trading Symbol
Terns Pharmaceuticals, Inc. [ TERN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Medical 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)
Common Stock	58,750⁽¹⁾	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option (Right to buy)	⁽²⁾	04/30/2033	Common Stock	280,000	12.93	D
Stock Option (Right to buy)	⁽³⁾	01/22/2034	Common Stock	117,500	5.46	D

Explanation of Responses:

1. Each share is represented by a Restricted Stock Unit ("RSU"). 25% of the RSUs vest on the first anniversary measured from January 1, 2024 (the "Vesting Commencement Date"), and 1/16th of the total number of shares vest quarterly thereafter, such that 100% of the RSUs will be fully vested on the fourth anniversary of the Vesting Commencement Date.

2. 25% of the shares subject to the option vest on the first anniversary measured from May 1, 2023 (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.

3. 25% of the shares subject to the option vest on the first anniversary measured from January 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.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Bryan Yoon, as Attorney-in-Fact for Emil Kuriakose	03/19/2024
	** 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.
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. (the
"Company"), who is currently Amy Burroughs, (ii)  Chief
Financial Officer of Terns Pharmaceuticals, Inc. (the
"Company"), who is currently Mark Vignola, (iii) the
Company's General Counsel and Chief Operating Officer, 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 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: Emil Kuriakose
Signature: /s/ Emil Kuriakose
Date:	February 22, 2024