Sec Form 3 Filing - Saito Chihiro @ Tenaya Therapeutics, Inc. - 2024-08-14

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
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
X __ 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 (MM/DD/YY)
08/14/2024
(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 7,832 D
Common Stock 41,137 ( 1 ) D
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
Stock Option (Right to Buy) $ 20.65 09/30/2022( 2 ) 09/29/2031 Common Stock 49,000 D
Stock Option (Right to Buy) $ 15.19 03/15/2022( 3 ) 02/14/2032 Common Stock 7,500 D
Stock Option (Right to Buy) $ 3.06 03/15/2023( 4 ) 02/14/2033 Common Stock 28,125 D
Stock Option (Right to Buy) $ 5.22 03/23/2024( 5 ) 02/22/2034 Common Stock 32,750 D
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 08/19/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Consists of restricted stock units ("RSUs") granted pursuant to the Tenaya Therapeutics, Inc. 2021 Equity Incentive Plan. Each RSU is the economic equivalent of one share of Tenaya Therapeutics, Inc. common stock. Certain of the RSUs have vested and are reported above and the remaining 32,772 RSUs will vest on various dates between August 15, 2024 and February 15, 2028, subject to Ms. Saito's continued service through the applicable vesting date.
( 2 )Option granted pursuant to the Tenaya Therapeutics, Inc. 2021 Equity Incentive Plan. 34,708 shares subject to the option are fully vested and exercisable as of the date of this filing. The option vested as to 1/4th of the original number of shares subject to the option on the one-year anniversary of the grant date, and thereafter as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the grant date through the date of this filing. The unvested portion of the option will continue to vest as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the grant date.
( 3 )Option granted pursuant to the Tenaya Therapeutics, Inc. 2021 Equity Incentive Plan. 4,687 shares subject to the option are fully vested and exercisable as of the date of this filing. The option vested as to 1/48th of the original number of shares subject to the option on the one-month anniversary of the grant date, and thereafter as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the grant date through the date of this filing. The unvested portion of the option will continue to vest as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the grant date.
( 4 )Option granted pursuant to the Tenaya Therapeutics, Inc. 2021 Equity Incentive Plan. 10,546 shares subject to the option are fully vested and exercisable as of the date of this filing. The option vested as to 1/48th of the original number of shares subject to the option on the one-month anniversary of the grant date, and thereafter as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the grant date through the date of this filing. The unvested portion of the option will continue to vest as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the grant date.
( 5 )Option granted pursuant to the Tenaya Therapeutics, Inc. 2021 Equity Incentive Plan. 3,411 shares subject to the option are fully vested and exercisable as of the date of this filing. The option vested as to 1/48th of the original number of shares subject to the option on the one-month anniversary of the grant date, and thereafter as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the grant date through the date of this filing. The unvested portion of the option will continue to vest as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the grant date.

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