Statement of Changes in Beneficial Ownership (4)
January 23 2023 - 4:26PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
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COLUMN GROUP III GP, LP |
2. Issuer Name and Ticker or Trading Symbol
Tenaya Therapeutics, Inc.
[
TNYA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
1 LETTERMAN DR, BLDG. D, STE. DM-900 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/19/2023 |
(Street)
SAN FRANCISCO, CA 94129
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 1/19/2023 | | P | | 69739 | A | $2.4979 (1) | 9870274 | I | See Footnotes (2)(3) |
Common Stock | | | | | | | | 4414720 | I | See Footnote (4) |
Common Stock | | | | | | | | 4985570 | I | See Footnote (5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Explanation of Responses: |
(1) | The price reported in Column 4 is a weighted average price. These shares were acquired in multiple transactions at prices ranging from $2.35 to $2.57, inclusive. The Reporting Persons undertake to provide to the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the ranges set forth in this footnote 1 to this Form 4. |
(2) | The securities are directly held by The Column Group Opportunity III, LP ("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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
COLUMN GROUP III GP, LP 1 LETTERMAN DR BLDG. D, STE. DM-900 SAN FRANCISCO, CA 94129 |
| X |
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COLUMN GROUP III, LP 1 LETTERMAN DRIVE BLDG. D, STE DM-900 SAN FRANCISCO, CA 94129 |
| X |
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COLUMN GROUP III-A, LP 1 LETTERMAN DR BLDG. D, STE, DM-900 SAN FRANCISCO, CA 94129 |
| X |
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Column Group Opportunity III, LP 1 LETTERMAN DRIVE BUILDING D, SUITE DM-900 SAN FRANCISCO, CA 94129 |
| X |
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Column Group Opportunity III GP, LP 1 LETTERMAN DRIVE BUILDING D, SUITE DM-900 SAN FRANCISCO, CA 94129 |
| X |
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TCG Opportunity III GP, LLC 1 LETTERMAN DRIVE SAN FRANCISCO BUILDING D, SUITE DM-900, CA 94129 |
| X |
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Signatures
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The Column Group III GP, LP /s/James Evangelista, Attorney-in-Fact | | 1/23/2023 |
**Signature of Reporting Person | Date |
The Column Group III, LP by The Column Group III GP, LP, its general partner /s/ James Evangelista Attorney-in-Fact | | 1/23/2023 |
**Signature of Reporting Person | Date |
The Column Group III-A, LP. by The Column Group III GP, LP, its general partner /s/ James Evangelista Attorney-in-Fact | | 1/23/2023 |
**Signature of Reporting Person | Date |
/s/ James Evangelista, as Attorney-in-fact for The Column Group Opportunity III LP | | 1/23/2023 |
**Signature of Reporting Person | Date |
/s/ James Evangelista, as Attorney-in-fact for The Column Group Opportunity III GP LP | | 1/23/2023 |
**Signature of Reporting Person | Date |
/s/ James Evangelista, as Attorney-in-fact for TCG Opportunity III GP, LLC | | 1/23/2023 |
**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 control number. |
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