UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND
(d) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2
(AMENDMENT NO. )

Tenaya Therapeutics, Inc.
(Name of Issuer)
 
Common Stock, $0.0001 par value
(Title of Class of Securities)
 
87990A106
(CUSIP Number)
 
 December 31, 2021
(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. 87990A106
Page 2 of 6 pages
   


1
NAMES OF REPORTING PERSONS
 
 
 
Chidozie Ugwumba
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(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
 
 
 
2,642,285
 
 
 
 
6
SHARED VOTING POWER
 
 
 0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 
2,642,285
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
2,642,285
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 6.4%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 IN
 
 
 
 
 

CUSIP No. 87990A106
Page 3 of 6 pages
   

Item 1(a). Name of Issuer:
 
Tenaya Therapeutics, Inc.
 
Item 1(b). Address of Issuer's Principal Executive Offices:
 
171 Oyster Point Blvd., Fifth Floor, South San Francisco, CA  94080

Item 2(a). Name of Person Filing:
 
Chidozie Ugwumba

Item 2(b). Address of Principal Business Office or, if none, Residence:
 
c/o SymBiosis Capital Management, LLC, 609 SW 8th St., Suite 365, Bentonville, AR 72712

Item 2(c). Citizenship:

 United States

Item 2(d). Title of Class of Securities:

 Common Stock
 
Item 2(e). CUSIP Number:
 
87990A106


CUSIP No. 87990A106
Page 4 of 6 pages
   

Item 3. If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), Check Whether the Person Filing Is a(n):

Not applicable


(a) ☐ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);


(b) ☐ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);


(c) ☐ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);


(d) ☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);


(e) ☐ Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E);


(f) ☐ Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F);


(g) ☐ Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G);


(h) ☐ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);


(i) ☐ Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);


(j) ☐ A non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J);


(k) ☐ Group, in accordance with Section 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____________________________ .
 
Item 4. Ownership.


(a)
Amount beneficially owned: 

2,642,285


(b)
Percent of class:

6.4%


(c) Number of shares as to which the person has:


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

2,642,285


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

0

  (iii)
Sole power to dispose or to direct the disposition of:

2,642,285

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

0
 

The shares are directly held by SymBiosis II, LLC. Previously, the beneficial owner of these shares was Thomas Layton Walton, by virtue of his sole voting power and dispositive power through SymBiosis II, LLC. Although SymBiosis II, LLC continues to hold these shares directly and Thomas Layton Walton continues to hold his pecuniary interest in these shares, the reporting person now exercises sole voting power and dispositive power through SymBiosis II, LLC through a transition of that power to the reporting person (and not through a sale or other transfer of these shares). As previously reported, these shares beneficially owned by the reporting person include 650,000 shares of which were purchased by SymBiosis II, LLC in the initial public offering by Tenaya Therapeutics, Inc. (which closed on August 3, 2021), with the remainder being shares received pursuant to the conversion of preferred stock beneficially owned by SymBiosis II, LLC immediately prior to such initial public offering.


CUSIP No. 87990A106
Page 5 of 6 pages
   

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 ☐.

Not applicable

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.

Not applicable
 

Item 8.
Identification and Classification of Members of the Group.

Not applicable
 

Item 9.
Notice of Dissolution of 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. 87990A106
Page 6 of 6 pages
   
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, 2022
 
 

 
 

 /s/ Chidozie Ugwumba
   
Name:  Chidozie Ugwumba
   
 
 
 
 

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