Casdin Eli Form 3 Tenaya Therapeutics / Eli Casdin ownership change

SEC Form 3

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

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1. Name and Address of Reporting Person^*

Casdin Eli

(Last) (First) (Middle)

C/O TENAYA THERAPEUTICS, INC.

171 OYSTER POINT BLVD., 5TH FLR.

(Street)

SOUTH SAN FRANCISCO CA 94080

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/29/2021

3. Issuer Name and Ticker or Trading Symbol
Tenaya Therapeutics, Inc. [ TNYA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)

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
Series B Preferred Stock	(1)	(1)	Common Stock	2,012,880	0.00(1)	I	See Footnotes(2)(3)(4)
Series C Preferred Stock	(1)	(1)	Common Stock	361,969	0.00(1)	I	See Footnotes(2)(3)(4)
Series C Preferred Stock	(1)	(1)	Common Stock	361,969	0.00(1)	I	See Footnotes(3)(4)(5)

Explanation of Responses:

1. Each share of Series B Preferred Stock and Series C Preferred Stock will automatically convert into one share of common stock immediately prior to the completion of the Issuer's initial public offering, and has no expiration date.

2. These shares are held directly by Casdin Partners Master Fund, L.P.(CPMF).

3. Casdin Capital, LLC is the investment advisor to CPMF and CPGEF. Casdin Partners GP, LLC is the general partner of CPMF. Casdin Private Growth Equity Fund GP, LLC is the general partner of CPGEF. The Reporting Person is the managing member of Casdin Capital, LLC, Casdin Partners GP, LLC and Casdin Private Growth Equity Fund GP, LLC and may be deemed to have voting and investment power with respect to the shares. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein, if any.

4. The Reporting Person is a member of the Board of Directors of the Issuer. This report shall not be deemed an admission that the reporting person is the beneficial owner of any of the shares held by CPMF or CPGEF for Section 16 or any other purpose.

5. These shares are held directly by Casdin Private Growth Equity Fund, L.P. (CPGEF).

Remarks:

Date set forth above represents the effective date of the Issuer's initial public offering

	/s/Leone Patterson Attorney-in-Fact for Eli Casdin	07/29/2021
	** 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).
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