Director Goeddel David V bought $24,999,999 worth of shares (35,714,284 units at $0.70) (SEC Form 4)
$TNYA
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Tenaya Therapeutics, Inc. [ TNYA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/05/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 03/05/2025 | P | 35,714,284 | A | $0.7(1) | 49,313,559 | I | See Footnote(2)(3) | ||
| Common Stock | 4,414,720 | I | See Footnote(4) | |||||||
| Common Stock | 4,985,570 | I | See Footnote(5) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Warrant (right to buy) | $0.8 | 03/05/2025 | P | 35,714,284 | (6) | 03/04/2030 | Common Stock | 35,714,284 | (1) | 35,714,284 | I | See Footnote(2)(3) | |||
| Series B Warrant (right to buy) | $0.7 | 03/05/2025 | P | 17,857,142 | (7) | 06/30/2026 | Common Stock | 17,857,142 | (1) | 17,857,142 | I | See Footnote(2)(3) | |||
| Explanation of Responses: |
| 1. Pursuant to an underwritten public offering, The Column Group Opportunity III, LP ("TCG Opportunity III LP") purchased units (the "Units") at a price per Unit of $0.70 per Unit. Each Unit consists of (a) one share of the Issuer's common stock, par value $0.0001 per share (the "Common Stock", and such shares, the "Shares"), (b) one Series A warrant to purchase one share of Common Stock at an exercise price of $0.80 per share which will expire five years from the date of issuance (a "Series A Warrant") and (c) one half of a Series B warrant to purchase a share of Common Stock at an exercise price of $0.70 per share that will expire on June 30, 2026 (a "Series B Warrant"). |
| 2. The securities are directly held by TCG Opportunity III LP. The Column Group Opportunity III GP, LP ("TCG Opportunity III GP LP") is the general partner of TCG Opportunity III LP and may be deemed to have voting, investment and dispositive power with respect to these securities. TCG Opportunity III GP, LLC ("TCG Opportunity III GP LLC") is the general partner of TCG Opportunity III GP LP and the ultimate general partner of TCG Opportunity III LP and may be deemed to have voting, investment and dispositive power with respect to these securities. The managing members of TCG Opportunity III GP LLC are David Goeddel, a member of the Issuer's board of directors, Peter Svennilson and Tim Kutzkey (collectively, the "Managing Partners"). |
| 3. (Continued from Footnote 2) The Managing Partners may be deemed to share voting, investment and dispositive power with respect to such securities. TCG Opportunity III GP LP, TCG Opportunity III GP LLC and each of the Managing Partners disclaim beneficial ownership of these securities, except to the extent of their respective pecuniary interest in such securities. |
| 4. The securities are directly held by The Column Group III, LP ("TCG III LP"). The Column Group III GP, LP ("TCG III GP") is the general partner of TCG III LP and may be deemed to have voting, investment and dispositive power with respect to these securities. The managing partners of TCG III GP are the Managing Partners. The Managing Partners may be deemed to share voting, investment and dispositive power with respect to such shares. TCG III GP and each of the Managing Partners disclaim beneficial ownership of these shares, except to the extent of their respective pecuniary interest in such shares. |
| 5. The securities are directly held by The Column Group III-A, LP ("TCG III-A LP"). TCG III GP is the general partner of TCG III-A LP and may be deemed to have voting, investment and dispositive power with respect to these securities. The managing partners of TCG III GP are the Managing Partners. The Managing Partners may be deemed to share voting, investment and dispositive power with respect to such shares. TCG III GP and each of the Managing Partners disclaim beneficial ownership of these shares, except to the extent of their respective pecuniary interest in such shares. |
| 6. Each Series A Warrant is immediately exercisable (subject to certain beneficial ownership limitations). |
| 7. Each Series B Warrant is immediately exercisable (subject to certain beneficial ownership limitations). |
| /s/ James Evangelista, Attorney-in-Fact | 03/07/2025 | |
| ** 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 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). | ||
| 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. | ||