New insider Higa Tomohiro claimed ownership of 102,172 shares (SEC Form 3)
$TNYA
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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 |
|
|||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 02/06/2025 |
3. Issuer Name and Ticker or Trading Symbol
Tenaya Therapeutics, Inc. [ TNYA ] |
|||||||||||||
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 30,484 | D | |
| Common Stock | 71,688(1) | D | |
|
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option (Right to Buy) | 03/10/2021(2) | 03/09/2031 | Common Stock | 14,531 | $2.7 | D | |
| Stock Option (Right to Buy) | 10/01/2021(3) | 08/31/2031 | Common Stock | 10,000 | $1.21(4) | D | |
| Stock Option (Right to Buy) | 03/15/2022(5) | 02/14/2032 | Common Stock | 21,500 | $1.21(6) | D | |
| Stock Option (Right to Buy) | 03/15/2023(7) | 02/14/2033 | Common Stock | 22,500 | $1.21(8) | D | |
| Stock Option (Right to Buy) | 03/23/2024(9) | 02/22/2034 | Common Stock | 29,750 | $1.21(10) | D | |
| Stock Option (Right to Buy) | 02/24/2025(11) | 01/23/2035 | Common Stock | 50,000 | $1.21 | D | |
| Explanation of Responses: |
| 1. Consists of restricted stock units ("RSUs") granted pursuant to the Tenaya Therapeutics, Inc. 2021 Equity Incentive Plan. Each RSU is the economic equivalent of one share of Tenaya Therapeutics, Inc. common stock. The RSUs will vest on various dates between February 15, 2025 and February 15, 2029, subject to the Reporting Person's continued service through the applicable vesting date. |
| 2. Option granted pursuant to the Tenaya Therapeutics, Inc. 2021 Equity Incentive Plan. The option originally granted for a total of 22,499 shares is fully vested. |
| 3. Option granted pursuant to the Tenaya Therapeutics, Inc. 2021 Equity Incentive Plan. 8,541 shares subject to the option are fully vested and exercisable as of the date of this filing. The option vested as to 1/48th of the original number of shares subject to the option on the one-month anniversary of the grant date, and thereafter as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the grant date through the date of this filing. The unvested portion of the option will continue to vest as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the grant date. |
| 4. Pursuant to a stock option repricing that became effective January 24, 2025 (the "Option Repricing Effective Date"), the exercise price of the option was amended to reduce the exercise price from $19.23 to $1.21 per share, the closing price of the Issuer's common stock on the Option Repricing Effective Date. However, if the Reporting Person exercises the repriced option before the end of a "Retention Period" through which the Reporting Person must remain in service to the Issuer, then the Reporting Person will be required to pay a premium exercise price that is equal to the original exercise price per share of such option. The "Retention Period" begins on the Option Repricing Effective Date and ends on the earliest to occur of the following: (i) July 24, 2025 or (ii) a Change in Control, as defined in the Issuer's 2021 Equity Incentive Plan. |
| 5. Option granted pursuant to the Tenaya Therapeutics, Inc. 2021 Equity Incentive Plan. 15,677 shares subject to the option are fully vested and exercisable as of the date of this filing. The option vested as to 1/48th of the original number of shares subject to the option on the one-month anniversary of the grant date, and thereafter as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the grant date through the date of this filing. The unvested portion of the option will continue to vest as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the grant date. |
| 6. Pursuant to a stock option repricing that became effective January 24, 2025 (the "Option Repricing Effective Date"), the exercise price of the option was amended to reduce the exercise price from $15.19 to $1.21 per share, the closing price of the Issuer's common stock on the Option Repricing Effective Date. However, if the Reporting Person exercises the repriced option before the end of a "Retention Period" through which the Reporting Person must remain in service to the Issuer, then the Reporting Person will be required to pay a premium exercise price that is equal to the original exercise price per share of such option. The "Retention Period" begins on the Option Repricing Effective Date and ends on the earliest to occur of the following: (i) July 24, 2025 or (ii) a Change in Control, as defined in the Issuer's 2021 Equity Incentive Plan. |
| 7. Option granted pursuant to the Tenaya Therapeutics, Inc. 2021 Equity Incentive Plan. 10,781 shares subject to the option are fully vested and exercisable as of the date of this filing. The option vested as to 1/48th of the original number of shares subject to the option on the one-month anniversary of the grant date, and thereafter as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the grant date through the date of this filing. The unvested portion of the option will continue to vest as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the grant date. |
| 8. Pursuant to a stock option repricing that became effective January 24, 2025 (the "Option Repricing Effective Date"), the exercise price of the option was amended to reduce the exercise price from $3.06 to $1.21 per share, the closing price of the Issuer's common stock on the Option Repricing Effective Date. However, if the Reporting Person exercises the repriced option before the end of a "Retention Period" through which the Reporting Person must remain in service to the Issuer, then the Reporting Person will be required to pay a premium exercise price that is equal to the original exercise price per share of such option. The "Retention Period" begins on the Option Repricing Effective Date and ends on the earliest to occur of the following: (i) July 24, 2025 or (ii) a Change in Control, as defined in the Issuer's 2021 Equity Incentive Plan. |
| 9. Option granted pursuant to the Tenaya Therapeutics, Inc. 2021 Equity Incentive Plan. 6,817 shares subject to the option are fully vested and exercisable as of the date of this filing. The option vested as to 1/48th of the original number of shares subject to the option on the one-month anniversary of the grant date, and thereafter as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the grant date through the date of this filing. The unvested portion of the option will continue to vest as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the grant date. |
| 10. Pursuant to a stock option repricing that became effective January 24, 2025 (the "Option Repricing Effective Date"), the exercise price of the option was amended to reduce the exercise price from $5.22 to $1.21 per share, the closing price of the Issuer's common stock on the Option Repricing Effective Date. However, if the Reporting Person exercises the repriced option before the end of a "Retention Period" through which the Reporting Person must remain in service to the Issuer, then the Reporting Person will be required to pay a premium exercise price that is equal to the original exercise price per share of such option. The "Retention Period" begins on the Option Repricing Effective Date and ends on the earliest to occur of the following: (i) July 24, 2025 or (ii) a Change in Control, as defined in the Issuer's 2021 Equity Incentive Plan. |
| 11. Option granted pursuant to the Tenaya Therapeutics, Inc. 2021 Equity Incentive Plan. Option will vest as to 1/48th of the total number of shares subject to the option on the one month anniversary of the Transaction Date and 1/48th of the total number of shares subject to the option on each monthly anniversary thereafter until fully vested. |
| /s/ Jennifer Drimmer Rokovich | 02/07/2025 | |
| ** 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 5 (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. | ||