Ownership Submission
FORM 4
|
Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
|
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN 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
|
OMB APPROVAL
|
OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
|
|
1. Name and Address of Reporting Person *
|
Saito Chihiro
|
|
2. Issuer Name and Ticker or Trading Symbol
Tenaya Therapeutics, Inc. [TNYA]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
|
_____ 10% Owner
|
_____ Officer (give title below)
|
_____ Other (specify below)
|
SVP, Accounting and Fin. Ops. /
|
|
(Last)
|
(First)
|
(Middle)
|
C/O TENAYA THERAPEUTICS, INC. , 171 OYSTER POINT BLVD., 5TH FLOOR
|
|
3. Date of Earliest Transaction (Month/Day/Year)
|
(Street)
|
SOUTH SAN FRANCISCO
|
CA
|
94080
|
|
4. If Amendment, Date Original Filed(Month/Day/Year)
|
6. Individual or Join/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 Acquired, Disposed of, or Beneficially Owned
|
|
1.Title of Security
|
2. Transaction Date (Month/Day/Year)
|
2A. Deemed Execution Date, if any (Month/Day/Year)
|
3. Transaction Code
|
4. Securities Acquired (A) or Disposed of (D)
|
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
|
6. Ownership Form: Direct (D) or Indirect (I)
|
7. Nature of Indirect Beneficial Ownership
|
Code
|
V
|
Amount
|
(A) or (D)
|
Price
|
|
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
|
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
|
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
|
6. Date Exercisable and Expiration Date
|
7. Title and Amount of Securities Underlying Derivative Security
|
8. Price of Derivative Security
|
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
|
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
|
11. Nature of Indirect Beneficial Ownership
|
Code
|
V
|
(A)
|
(D)
|
Date Exercisable
|
Expriation Date
|
Title
|
Amount or Number of Shares
|
Reporting Owners
Reporting Owner Name / Address
|
Relationships
|
Director
|
10% Owner
|
Officer
|
Other
|
Saito Chihiro
C/O TENAYA THERAPEUTICS, INC.
171 OYSTER POINT BLVD., 5TH FLOOR
SOUTH SAN FRANCISCO, CA94080
|
|
|
SVP, Accounting and Fin. Ops.
|
|
Signatures
/s/ Jennifer Drimmer Rokovich, Attorney-in-Fact
|
2024-08-19
|
**Signature of Reporting Person
|
Date
|
Explanation of Responses:
(*)
|
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).
|
(1)
|
Represents shares of Tenaya Therapeutics, Inc. common stock that will be issued to the Reporting Person upon vesting of restricted stock units. Each restricted stock unit is the economic equivalent of one share of Tenaya Therapeutics, Inc. common stock.
|
(2)
|
The restricted stock units were granted to the Reporting Person on the Transaction Date pursuant to the Tenaya Therapeutics, Inc. 2021 Equity Incentive Plan. The restricted stock units will vest as to 1/4th of the total number of shares subject to the restricted stock unit award on November 15, 2024, and 1/4th of the total number of shares subject to the restricted stock unit award every six months thereafter until fully vested.
|
(3)
|
Includes 57,772 shares of Tenaya Therapeutics, Inc. common stock that will be issued to the Reporting Person upon vesting of restricted stock units.
|
(4)
|
Shares sold to cover tax withholding obligations in connection with the vesting of restricted stock units awarded on October 15, 2022.
|
(5)
|
Represents the weighted average sales price. The shares were sold in multiple transactions at prices ranging from $2.79 to $3.02. Reporting Person undertakes to provide Tenaya Therapeutics, Inc., any security holder of Tenaya Therapeutics, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
|
(6)
|
Includes 56,870 shares of Tenaya Therapeutics, Inc. common stock that will be issued to the Reporting Person upon vesting of restricted stock units.
|
(7)
|
Shares sold to cover tax withholding obligations in connection with the vesting of restricted stock units awarded on February 15, 2023.
|
(8)
|
Includes 56,216 shares of Tenaya Therapeutics, Inc. common stock that will be issued to the Reporting Person upon vesting of restricted stock units.
|
(9)
|
Shares sold to cover tax withholding obligations in connection with the vesting of restricted stock units awarded on February 23, 2024.
|
(10)
|
Includes 55,409 shares of Tenaya Therapeutics, Inc. common stock that will be issued to the Reporting Person upon vesting of restricted stock units.
|
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.