Sec Form 4 Filing - GOEDDEL DAVID V @ Tenaya Therapeutics, Inc. - 2021-08-03

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person GOEDDEL DAVID V 2. Issuer Name and Ticker or Trading Symbol Tenaya Therapeutics, Inc. [ TNYA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O TENAYA THERAPEUTICS, INC., 171 OYSTER POINT BLVD., 5TH FLR 3. Date of Earliest Transaction (MM/DD/YY) 08/03/2021 (Street) SOUTH SAN FRANCISCO, CA94080 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 08/03/2021 C 4,389,282 A $ 0 4,414,720 I See Footnote ( 1 ) Common Stock 08/03/2021 C 4,956,842 A $ 0 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 (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 Series A Preferred Stock $ 0 ( 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 ( 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 ( 3 ) 08/03/2021 C 472,659 ( 3 ) ( 3 ) Common Stock 472,659 ( 3 ) 0 I See Footnote ( 1 ) Series B Preferred Stock $ 0 ( 3 ) 08/03/2021 C 533,781 ( 3 ) ( 3 ) Common Stock 533,781 ( 3 ) 0 I See Footnote ( 2 ) Series C Preferred Stock $ 0 ( 3 ) 08/03/2021 C 188,881 ( 3 ) ( 3 ) Common Stock 188,881 ( 3 ) 0 I See Footnote ( 1 ) Series C Preferred Stock $ 0 ( 3 ) 08/03/2021 C 213,306 ( 3 ) ( 3 ) Common Stock 213,306 ( 3 ) 0 I See Footnote ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GOEDDEL DAVID V C/O TENAYA THERAPEUTICS, INC. 171 OYSTER POINT BLVD., 5TH FLR SOUTH SAN FRANCISCO, CA94080 X X Signatures /s/ Leone Patterson Attorney-in-Fact for David V. Goeddel 08/03/2021 Signature of Reporting Person Date

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 )These 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 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.

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.