Sec Form 4 Filing - Casdin Partners Master Fund, L.P. @ Tenaya Therapeutics, Inc. - 2021-08-03

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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
Casdin Partners Master Fund, L.P.
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)
(Last) (First) (Middle)
1350 AVENUE OF THE AMERICAS, SUITE 2600
3. Date of Earliest Transaction (MM/DD/YY)
08/03/2021
(Street)
NEW YORK, NY10019
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 2,374,849 A $ 0 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 $ 0 361,969 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 (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 B Preferred Stock $ 0 ( 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 ( 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 ( 4 ) 08/03/2021 C 361,969 ( 4 ) ( 4 ) Common Stock 361,969 ( 4 ) 0 I See Footnotes ( 2 ) ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Casdin Partners Master Fund, L.P.
1350 AVENUE OF THE AMERICAS
SUITE 2600
NEW YORK, NY10019
X
Casdin Private Growth Equity Fund, L.P.
1350 AVENUE OF THE AMERICAS
SUITE 2600
NEW YORK, NY94080
X
Casdin Capital, LLC
1350 AVENUE OF THE AMERICAS
SUITE 2600
NEW YORK, NY10019
X
CASDIN PRIVATE GROWTH EQUITY FUND GP, LLC
1350 AVENUE OF THE AMERICAS
SUITE 2600
NEW YORK, NY10019
X
Signatures
Eli Casdin, managing member of Casdin Partners GP, LLC, the general partner of Casdin Partners Master Fund, LP 08/03/2021
Signature of Reporting Person Date
Eli Casdin, managing member of Casdin Partners GP, LLC, the general partner of Casdin Private Growth Equity Fund, LP 08/03/2021
Signature of Reporting Person Date
Eli Casdin, managing member of Casdin Capital, LLC 08/03/2021
Signature of Reporting Person Date
Eli Casdin, managing member of Casdin Private Growth Equity Fund GP, LLC 08/03/2021
Signature of Reporting Person Date
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.

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