Amendment: SEC Form SCHEDULE 13D/A filed by Tenaya Therapeutics Inc.
$TNYA
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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Tenaya Therapeutics, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
87990A106 (CUSIP Number) |
Eli Casdin Suite 2600, 1350 Avenue of the Americas New York, NY, 10019 (212) 897-5438 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/04/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
SCHEDULE 13D
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| CUSIP No. | 87990A106 |
| 1 |
Name of reporting person
Casdin Capital, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,732,971.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13D
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| CUSIP No. | 87990A106 |
| 1 |
Name of reporting person
Casdin Partners Master Fund, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,371,002.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 87990A106 |
| 1 |
Name of reporting person
Casdin Partners GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,371,002.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 87990A106 |
| 1 |
Name of reporting person
Eli Casdin | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,732,971.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value per share | |
| (b) | Name of Issuer:
Tenaya Therapeutics, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
171 Oyster Point Blvd., Suite 500, South San Francisco,
CALIFORNIA
, 94080. | |
Item 1 Comment:
The name of the issuer is Tenaya Therapeutics, Inc., a Delaware corporation (the "Issuer"). The address of the Issuer's principal executive offices is 171 Oyster Point Boulevard, Suite 500, South San Francisco, CA 94080. This Schedule 13D relates to the Issuer's Common Stock, $0.0001 par value per share (the "Shares"). | ||
| Item 2. | Identity and Background | |
| (a) | (a) - (f) This Schedule 13D is being filed jointly by Casdin Capital, LLC, a Delaware limited liability company ("Casdin"), Casdin Partners Master Fund, L.P., a Cayman Islands exempted limited partnership (the "Fund"), Casdin Partners GP, LLC, a Delaware limited liability company (the "GP") and Eli Casdin, a United States citizen (collectively, the "Reporting Persons").
The principal business address for each of the Reporting Persons is 1350 Avenue of the Americas, Suite 2600, New York, New York 10019.
Eli Casdin is the managing member of Casdin and the GP. The principal business of Casdin is serving as an investment adviser to its clients. The principal business of the GP is serving as the general partner to certain private funds. Casdin is the investment manager to the Fund and the GP is the general partner of the Fund. The principal business of the Fund is purchasing, holding and selling securities for investment purposes.
During the last five years, none of the Reporting Persons has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The Reporting Persons disclaim membership in a group. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
No material changes from the Schedule 13D amendment filed by the Reporting Persons on December 7, 2022. | ||
| Item 4. | Purpose of Transaction | |
No material changes from the Schedule 13D amendment filed by the Reporting Persons on December 7, 2022. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | (a) - (e) As of the date hereof, Casdin and Eli Casdin may be deemed to be the beneficial owners of 6,732,971 Shares, constituting 4.3% of the Shares, based upon 154,220,516 Shares outstanding.
Casdin and Eli Casdin have the sole power to vote or direct the vote of 0 Shares; have the shared power to vote or direct the vote of 6,732,971 Shares; have the sole power to dispose or direct the disposition of 0 Shares; and have the shared power to dispose or direct the disposition of 6,732,971 Shares.
As of the date hereof, the Fund and the GP may be deemed to be the beneficial owners of 6,371,002 Shares, constituting 4.1% of the Shares, based upon 154,220,516* Shares outstanding.
The Fund and the GP have the sole power to vote or direct the vote of 0 Shares; have the shared power to vote or direct the vote of 6,371,002 Shares; have the sole power to dispose or direct the disposition of 0 Shares; and have the shared power to dispose or direct the disposition of 6,371,002 Shares.
The Reporting Persons have not had any transaction in the Shares during the past sixty days.
All of the Shares are beneficially owned by the Fund and another private investment fund managed by Casdin.
The Reporting Persons no longer own more than 5% of the total outstanding Shares. Consequently, this is the final amendment to the Schedule 13D and constitutes an "exit filing" for the Reporting Persons. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The Fund previously held 1,354,111 pre-funded warrants that were issued on November 17, 2022. These pre-funded warrants were exercisable, in the holder's discretion, on or after the date of issuance by (i) payment in full in immediately available funds for the number of shares of common stock purchased upon such exercise or (ii) a cashless exercise, in which case the holder would receive upon such exercise the net number of shares of common stock determined according to a pre-set formula. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit A: Joint Filing Agreement | ||
| 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.
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Comments accompanying signature:
* This reporting person disclaims beneficial ownership of these reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that any such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001). |