Nagendran Sukumar Form 3 Taysha Gene Therapies / Sukumar Nagendran 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^*

Nagendran Sukumar

(Last) (First) (Middle)

C/O TAYSHA GENE THERAPIES, INC.

2280 INWOOD ROAD

(Street)

DALLAS TX 75235

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/23/2020

3. Issuer Name and Ticker or Trading Symbol
Taysha Gene Therapies, Inc. [ TSHA ]

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

X	Director	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	19,226	(1)	D
Stock Option (right to buy)	(2)	09/02/2030	Common Stock	8,171	14.9	D

Explanation of Responses:

1. Each share of Series B Preferred Stock is convertible at any time at the option of the holder, without payment of additional consideration, into Common Stock, on a one-for-1.0895 basis, has no expiration date will automatically convert into shares of Common Stock upon the closing of the Issuer's initial public offering.

2. 25% of the shares subject to the Option vest on July 28, 2021, with the remaining shares vesting in equal monthly installments thereafter, subject to the Reporting Person continuing to provide service through each such date.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ Kamran Alam, Attorney-in-Fact	09/23/2020
	** 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.
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