Form 4: OrbiMed Advisors Reduces Stake in Terns Pharmaceuticals

OrbiMed Advisors LLC and related entities report the sale of Terns Pharmaceuticals (TERN) common stock, while maintaining significant indirect ownership.

Summary

• OrbiMed Advisors LLC, along with related entities including OrbiMed Capital GP VII LLC, OrbiMed Asia GP III, L.P., OrbiMed Advisors III Ltd, and OrbiMed Genesis GP LLC, filed a Form 4 detailing changes in beneficial ownership of Terns Pharmaceuticals, Inc. (TERN) common stock.
• The transactions involved the sale of common stock on July 15 and 16, 2024.
• The sales were executed at a price of $10 per share.
• The total shares sold across the various OrbiMed entities amounted to 61,563 shares.
• Despite the sales, OrbiMed and its related entities continue to hold a substantial indirect beneficial ownership in Terns Pharmaceuticals.
• The filing indicates that these entities may be deemed to have voting and investment power over the securities held by OrbiMed Private Investments VII, LP (OPI VII), OrbiMed Asia Partners III, L.P. (OAP III), and OrbiMed Genesis Master Fund, L.P. (Genesis).
• Carl L. Gordon, Sven H. Borho, and W. Carter Neild, as members of the management committee of OrbiMed Advisors, exercise voting and investment power but disclaim beneficial ownership of the shares held by OPI VII, OAP III and Genesis.
• Carl L. Gordon is a member of OrbiMed Advisors and serves on the Issuer's board of directors.

Sentiment

Score: 5

Explanation: Neutral sentiment as it is a standard regulatory filing reporting stock sales. The continued significant ownership suggests ongoing confidence, but the sale itself introduces a slightly negative element.

Negatives

• OrbiMed Advisors LLC and related entities reduced their holdings in Terns Pharmaceuticals through sales of common stock.

Management Comments

• Carl L. Gordon, Sven H. Borho, and W. Carter Neild disclaim beneficial ownership of the shares held by OPI VII, OAP III and Genesis.
• This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for purpose of Section 16 of the Exchange Act, or for any other purpose.

Industry Context

Form 4 filings are a routine part of the regulatory landscape for publicly traded companies, providing transparency into the transactions of company insiders and major shareholders.

Stakeholder Impact

• The sale of shares by a major shareholder like OrbiMed could potentially create short-term selling pressure on the stock.
• However, the continued significant ownership suggests ongoing confidence in the company's prospects.

Key Dates