Tenaya Therapeutics (TNYA) 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Casdin Partners Master Fund, L.P.

(Last) (First) (Middle)

1350 AVENUE OF THE AMERICAS

SUITE 2600

(Street)

NEW YORK NY 10019

(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		2,374,849	A	$0.00	2,374,849	I	See Footnotes(1)(2)
Common Stock	08/03/2021		P		850,000	A	$15	3,224,849	I	See Footnotes(1)(2)
Common Stock	08/03/2021		C		361,969	A	$0.00	361,969	I	See Footnotes(2)(3)

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 B Preferred Stock	$0.00(4)	08/03/2021		C			2,012,880	(4)	(4)	Common Stock	2,012,880	(4)	0	I	See Footnotes(1)(2)
Series C Preferred Stock	$0.00(4)	08/03/2021		C			361,969	(4)	(4)	Common Stock	361,969	(4)	0	I	See Footnotes(1)(2)
Series C Preferred Stock	$0.00(4)	08/03/2021		C			361,969	(4)	(4)	Common Stock	361,969	(4)	0	I	See Footnotes(2)(3)

1. Name and Address of Reporting Person^*

Casdin Partners Master Fund, L.P.

(Last) (First) (Middle)

1350 AVENUE OF THE AMERICAS

SUITE 2600

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Casdin Private Growth Equity Fund, L.P.

(Last) (First) (Middle)

1350 AVENUE OF THE AMERICAS

SUITE 2600

(Street)

NEW YORK NY 94080

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Casdin Capital, LLC

(Last) (First) (Middle)

1350 AVENUE OF THE AMERICAS

SUITE 2600

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CASDIN PRIVATE GROWTH EQUITY FUND GP, LLC

(Last) (First) (Middle)

1350 AVENUE OF THE AMERICAS

SUITE 2600

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Explanation of Responses:

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

2. 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.

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

4. Each share of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock automatically converted into one share of common stock immediately prior to the completion of the Issuer's initial public offering, and had no expiration date.

Remarks:

	Eli Casdin, managing member of Casdin Partners GP, LLC, the general partner of Casdin Partners Master Fund, LP	08/03/2021
	Eli Casdin, managing member of Casdin Partners GP, LLC, the general partner of Casdin Private Growth Equity Fund, LP	08/03/2021
	Eli Casdin, managing member of Casdin Capital, LLC	08/03/2021
	Eli Casdin, managing member of Casdin Private Growth Equity Fund GP, LLC	08/03/2021
	** 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 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 Number.