Column Group Iii Form 4 Change in insider ownership

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

COLUMN GROUP III GP, LP

(Last) (First) (Middle)

1 LETTERMAN DR

BLDG. D, STE. DM-900

(Street)

SAN FRANCISCO CA 94129

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/03/2021

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/03/2021		C		4,389,282	A	$0.00	4,414,720	I	See Footnote(1)
Common Stock	08/03/2021		C		4,956,842	A	$0.00	4,985,570	I	See Footnote(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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
Series A Preferred Stock	$0.00(3)	08/03/2021		C			3,727,742	(3)	(3)	Common Stock	3,727,742	(3)	0	I	See Footnote(1)
Series A Preferred Stock	$0.00(3)	08/03/2021		C			4,209,755	(3)	(3)	Common Stock	4,209,755	(3)	0	I	See Footnote(2)
Series B Preferred Stock	$0.00(3)	08/03/2021		C			472,659	(3)	(3)	Common Stock	472,659	(3)	0	I	See Footnote(1)
Series B Preferred Stock	$0.00(3)	08/03/2021		C			533,781	(3)	(3)	Common Stock	533,781	(3)	0	I	See Footnote(2)
Series C Preferred Stock	$0.00(3)	08/03/2021		C			188,881	(3)	(3)	Common Stock	188,881	(3)	0	I	See Footnote(1)
Series C Preferred Stock	$0.00(3)	08/03/2021		C			213,306	(3)	(3)	Common Stock	213,306	(3)	0	I	See Footnote(2)

1. Name and Address of Reporting Person^*

COLUMN GROUP III GP, LP

(Last) (First) (Middle)

1 LETTERMAN DR

BLDG. D, STE. DM-900

(Street)

SAN FRANCISCO CA 94129

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

COLUMN GROUP III, LP

(Last) (First) (Middle)

1 LETTERMAN DRIVE

BLDG. D, STE DM-900

(Street)

SAN FRANCISCO CA 94129

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

COLUMN GROUP III-A, LP

(Last) (First) (Middle)

1 LETTERMAN DR

BLDG. D, STE, DM-900

(Street)

SAN FRANCISCO CA 94129

(City) (State) (Zip)

Explanation of Responses:

1. 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 David Goeddel, a member of the Issuer's board of directors, Peter Svennilson and Tim Kutzkey (collectively, the "Managing Partners"). The Managing Partners may be deemed to share voting and investment 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.

2. 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 and investment 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.

3. Each share of Series A Preferred Stock, 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.

Remarks:

	The Column Group III GP, LP /s/James Evangelista, Attorney-in-Fact	08/03/2021
	The Column Group III, LP by The Column Group III GP, LP, its general partner /s/ James Evangelista Attorney-in-Fact	08/03/2021
	The Column Group III-A, LP. by The Column Group III GP, LP, its general partner /s/ James Evangelista Attorney-in-Fact	08/03/2021
	** Signature of Reporting Person	Date
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