Sec Form 4 Filing - Session R.A. II @ Taysha Gene Therapies, Inc. - 2023-03-06

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. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Session R.A. II 2. Issuer Name and Ticker or Trading Symbol Taysha Gene Therapies, Inc. [ TSHA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O TAYSHA GENE THERAPIES, INC., 3000 PEGASUS PARK DRIVE, SUITE 1430 3. Date of Earliest Transaction (MM/DD/YY) 03/06/2023 (Street) DALLAS, TX75247 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/06/2023 J( 1 ) 251,296 ( 2 ) A $ 0 9,420,842 ( 3 ) D Common Stock 141,090 I See footnote ( 4 ) Common Stock 141,090 I See footnote ( 5 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Employee Stock Option (right to buy) $ 1.95 03/06/2023 D 199,500 ( 6 ) 11/10/2032 Common Stock 199,500 ( 7 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Session R.A. II C/O TAYSHA GENE THERAPIES, INC. 3000 PEGASUS PARK DRIVE, SUITE 1430 DALLAS, TX75247 X Signatures /s/ Kamran Alam, Attorney-in-Fact 03/08/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents Reporting Person's annual incentive compensation for 2021 performance awarded in the discretion of the compensation committee of the Issuer's board of directors (the "RSU Award"). The RSU Award replaced a prior stock option award of 199,500 shares of similar value that was canceled effective March 6, 2023. ( 2 )Each share is represented by an RSU. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement. The RSUs are fully vested. ( 3 )In connection with the Reporting Person's separation from the Issuer, the Reporting Person forfeited 21,374 unvested shares pursuant to a restricted stock award. ( 4 )The securities are held by RA Session II, as Trustee of the Session 2020 Annuity Trust I. ( 5 )The securities are held by RA Session II, as Trustee of the Session 2020 Annuity Trust II. ( 6 )Prior to the cancellation of this option, 25% of the total number of shares underlying the option were to vest and become exercisable on November 10, 2023 and the remainder were to vest and become exercisable in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous service through each applicable vesting date. ( 7 )This option was canceled by mutual agreement of the Issuer and the Reporting Person. The Reporting Person received the RSU Award in exchange for the cancellation of this option.

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).

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