05/05/2026 | Press release | Distributed by Public on 05/05/2026 15:06
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $2.13 | 05/05/2026 | D | 64,000(1) | (1) | (1) | Common Stock | 64,000 | (2) | 0 | D | ||||
| Stock Option (Right to Buy) | $4.1 | 05/05/2026 | D | 45,000(1) | (1) | (1) | Common Stock | 45,000 | (2) | 0 | D | ||||
| Stock Option (Right to Buy) | $4.46 | 05/05/2026 | D | 10,657(1) | (1) | (1) | Common Stock | 10,657 | (2) | 0 | D | ||||
| Stock Option (Right to Buy) | $6.85 | 05/05/2026 | D | 4,676(1) | (1) | (1) | Common Stock | 4,676 | (2) | 0 | D | ||||
| Stock Option (Right to Buy) | $6.99 | 05/05/2026 | D | 32,000(1) | (1) | (1) | Common Stock | 32,000 | (2) | 0 | D | ||||
| Stock Option (Right to Buy) | $12.05 | 05/05/2026 | D | 32,000(1) | (1) | (1) | Common Stock | 32,000 | (2) | 0 | D | ||||
| Stock Option (Right to Buy) | $34.6 | 05/05/2026 | D | 1,697(1) | (1) | (1) | Common Stock | 1,697 | (2) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Tripuraneni Radhika C/O TERNS PHARMACEUTICALS, INC. 1065 EAST HILLSDALE BLVD., SUITE 100 FOSTER CITY, CA 94404 |
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| /s/ David Strauss, as Attorney-in-Fact for Radhika Tripuraneni | 05/05/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(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). |
| (1) | Pursuant to the Merger Agreement, at the Effective Time (as defined in the Merger Agreement), each option to purchase the Issuer's Shares that was outstanding and unexercised immediately prior to the Effective Time, whether or not vested, with a per share exercise price that was less than the Merger Consideration was cancelled and converted into the right to receive, without interest thereon and subject to the applicable withholding taxes, the excess of the Merger Consideration over the per share exercise price. |
| (2) | On March 24, 2026, Terns Pharmaceuticals, Inc. (the "Issuer") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Merck Sharp & Dohme LLC ("Merck") and Thailand Merger Sub, Inc. (the "Purchaser"), a wholly owned subsidiary of Merck. Pursuant to the Merger Agreement, the Purchaser completed a tender offer for the shares of the Issuer's common stock (the "Shares"). In exchange for each Share, tendering shareholders will receive $53.00 per Share (the "Merger Consideration"), payable in cash, net to the seller, and without interest, subject to any applicable withholding taxes, as described more fully in the Schedule 14D-9 filed by the Issuer on April 7, 2026. |