Terns Pharmaceuticals (TERN) SC 13G/A Terns Pharmaceuticals / Venrock Healthcare Capital Partners III ownership change

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON, D.C. 20549

SCHEDULE 13G/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*

Terns Pharmaceuticals, Inc. 

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

880881107 

(CUSIP Number)

December 31, 2022 

(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 Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0
		6.	Shared Voting Power 3,707,8912
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 3,707,8912
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,707,8912
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 7.7%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.

2 Consists of (i) 974,805 shares held by Venrock Healthcare Capital Partners III, L.P., (ii) 97,516 shares held by VHCP Co-Investment Holdings III, LLC and (iii) 2,635,570 shares held by Venrock Healthcare Capital Partners EG, L.P. 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 47,963,829 shares of the Issuer’s common stock outstanding as reported in the Issuer’s Prospectus Supplement dated December 20, 2022 filed with the Securities and Exchange Commission on December 21, 2022.

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 Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0
		6.	Shared Voting Power 3,707,8912
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 3,707,8912
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,707,8912
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 7.7%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.

2 Consists of (i) 974,805 shares held by Venrock Healthcare Capital Partners III, L.P., (ii) 97,516 shares held by VHCP Co-Investment Holdings III, LLC and (iii) 2,635,570 shares held by Venrock Healthcare Capital Partners EG, L.P. 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 47,963,829 shares of the Issuer’s common stock outstanding as reported in the Issuer’s Prospectus Supplement dated December 20, 2022 filed with the Securities and Exchange Commission on December 21, 2022.

CUSIP No. 880881107 Page 4 of 13

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 Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0
		6.	Shared Voting Power 3,707,8912
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 3,707,8912
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,707,8912
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 7.7%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.

2 Consists of (i) 974,805 shares held by Venrock Healthcare Capital Partners III, L.P., (ii) 97,516 shares held by VHCP Co-Investment Holdings III, LLC and (iii) 2,635,570 shares held by Venrock Healthcare Capital Partners EG, L.P. 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 47,963,829 shares of the Issuer’s common stock outstanding as reported in the Issuer’s Prospectus Supplement dated December 20, 2022 filed with the Securities and Exchange Commission on December 21, 2022.

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 Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0
		6.	Shared Voting Power 3,707,8912
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 3,707,8912
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,707,8912
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 7.7%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.

2 Consists of (i) 974,805 shares held by Venrock Healthcare Capital Partners III, L.P., (ii) 97,516 shares held by VHCP Co-Investment Holdings III, LLC and (iii) 2,635,570 shares held by Venrock Healthcare Capital Partners EG, L.P. 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 47,963,829 shares of the Issuer’s common stock outstanding as reported in the Issuer’s Prospectus Supplement dated December 20, 2022 filed with the Securities and Exchange Commission on December 21, 2022.

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 Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0
		6.	Shared Voting Power 3,707,8912
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 3,707,8912
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,707,8912
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 7.7%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.

2 Consists of (i) 974,805 shares held by Venrock Healthcare Capital Partners III, L.P., (ii) 97,516 shares held by VHCP Co-Investment Holdings III, LLC and (iii) 2,635,570 shares held by Venrock Healthcare Capital Partners EG, L.P. 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 47,963,829 shares of the Issuer’s common stock outstanding as reported in the Issuer’s Prospectus Supplement dated December 20, 2022 filed with the Securities and Exchange Commission on December 21, 2022.

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 Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0
		6.	Shared Voting Power 3,707,8912
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 3,707,8912
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,707,8912
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 7.7%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.

2 Consists of (i) 974,805 shares held by Venrock Healthcare Capital Partners III, L.P., (ii) 97,516 shares held by VHCP Co-Investment Holdings III, LLC and (iii) 2,635,570 shares held by Venrock Healthcare Capital Partners EG, L.P. 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 47,963,829 shares of the Issuer’s common stock outstanding as reported in the Issuer’s Prospectus Supplement dated December 20, 2022 filed with the Securities and Exchange Commission on December 21, 2022.

CUSIP No. 880881107 Page 8 of 13

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 Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0
		6.	Shared Voting Power 3,707,8912
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 3,707,8912
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,707,8912
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 7.7%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.

2 Consists of (i) 974,805 shares held by Venrock Healthcare Capital Partners III, L.P., (ii) 97,516 shares held by VHCP Co-Investment Holdings III, LLC and (iii) 2,635,570 shares held by Venrock Healthcare Capital Partners EG, L.P. 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 47,963,829 shares of the Issuer’s common stock outstanding as reported in the Issuer’s Prospectus Supplement dated December 20, 2022 filed with the Securities and Exchange Commission on December 21, 2022.

CUSIP No. 880881107 Page 9 of 13

Introductory Note: This Schedule 13G 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 December 31, 2022:

Venrock Healthcare Capital Partners III, L.P.	3,707,891	(1)
VHCP Co-Investment Holdings III, LLC	3,707,891	(1)
Venrock Healthcare Capital Partners EG, L.P.	3,707,891	(1)
VHCP Management III, LLC	3,707,891	(1)
VHCP Management EG, LLC	3,707,891	(1)
Nimish Shah	3,707,891	(1)
Bong Koh	3,707,891	(1)

(b) Percent of Class as of December 31, 2022:

Venrock Healthcare Capital Partners III, L.P.	7.7	%
VHCP Co-Investment Holdings III, LLC	7.7	%
Venrock Healthcare Capital Partners EG, L.P.	7.7	%
VHCP Management III, LLC	7.7	%
VHCP Management EG, LLC	7.7	%
Nimish Shah	7.7	%
Bong Koh	7.7	%

(c) Number of shares as to which the person has, as of December 31, 2022:

(i) Sole power to vote or to direct the vote

Venrock Healthcare Capital Partners III, L.P.	0
VHCP Co-Investment Holdings III, LLC	0
Venrock Healthcare Capital Partners EG, L.P.	0
VHCP Management III, LLC	0
VHCP Management EG, LLC	0
Nimish Shah	0
Bong Koh	0

(ii) Shared power to vote or to direct the vote

Venrock Healthcare Capital Partners III, L.P.	3,707,891	(1)
VHCP Co-Investment Holdings III, LLC	3,707,891	(1)
Venrock Healthcare Capital Partners EG, L.P.	3,707,891	(1)
VHCP Management III, LLC	3,707,891	(1)
VHCP Management EG, LLC	3,707,891	(1)
Nimish Shah	3,707,891	(1)
Bong Koh	3,707,891	(1)

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.	0
VHCP Co-Investment Holdings III, LLC	0
Venrock Healthcare Capital Partners EG, L.P.	0
VHCP Management III, LLC	0
VHCP Management EG, LLC	0
Nimish Shah	0
Bong Koh	0

(iv) Shared power to dispose or to direct the disposition of

Venrock Healthcare Capital Partners III, L.P.	3,707,891	(1)
VHCP Co-Investment Holdings III, LLC	3,707,891	(1)
Venrock Healthcare Capital Partners EG, L.P.	3,707,891	(1)
VHCP Management III, LLC	3,707,891	(1)
VHCP Management EG, LLC	3,707,891	(1)
Nimish Shah	3,707,891	(1)
Bong Koh	3,707,891	(1)

1 Consists of (i) 974,805 shares held by Venrock Healthcare Capital Partners III, L.P., (ii) 97,516 shares held by VHCP Co-Investment Holdings III, LLC and (iii) 2,635,570 shares held by Venrock Healthcare Capital Partners EG, L.P. 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 ¨.

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: February 14, 2023

Venrock Healthcare Capital Partners III, L.P.
By:	VHCP Management III, LLC
Its:	General Partner
By:	/s/ David L. Stepp
	Name: David L. Stepp
	Its: Authorized Signatory
VHCP Co-Investment Holdings III, LLC
By:	VHCP Management III, LLC
Its:	Manager
By:	/s/ David L. Stepp
	Name: David L. Stepp
	Its: Authorized Signatory
VHCP Management III, LLC
By:	/s/ David L. Stepp
	Name: David L. Stepp
	Its: Authorized Signatory
Venrock Healthcare Capital Partners EG, L.P.
By:	VHCP Management EG, LLC
Its:	General Partner
By:	/s/ David L. Stepp
	Name: David L. Stepp
	Its: Authorized Signatory
VHCP Management EG, LLC
By:	/s/ David L. Stepp
	Name: David L. Stepp
	Its: Authorized Signatory
Nimish Shah
/s/ David L. Stepp
David L. Stepp, Attorney-in-fact
Bong Koh
/s/ David L. Stepp
David L. Stepp, Attorney-in-fact

CUSIP No. 880881107 Page 13 of 13

EXHIBITS

A: Joint Filing Agreement (incorporated by reference to Exhibit A to Schedule 13G filed on August 29, 2020)

B: Power of Attorney for Nimish Shah (incorporated by reference to Exhibit B to Schedule 13G filed on August 29, 2020)

C: Power of Attorney for Bong Koh (incorporated by reference to Exhibit B to Schedule 13G filed on August 29, 2020)