Sec Form 13D Filing - COLUMN GROUP III LP filing for Tenaya Therapeutics Inc. (TNYA) - 2023-02-21

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

  Name of Reporting Person

  The Column Group III, LP

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only:

  Source of Funds (See Instructions):

  WC

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):

  ☐

  Citizenship or Place of Organization:

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power:

  0

  Shared Voting Power:

  4,414,720 (1)

  Sole Dispositive Power:

  0

  Shared Dispositive Power:

  4,414,720 (1)

  Aggregate Amount Beneficially Owned by Each Reporting Person:

  4,414,720 (1)

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

  ☐

  Percent of Class Represented by Amount in Row (11):

  6.9% (2)

  Type of Reporting Person (See Instructions):

  PN

All such shares are held of record by TCG III LP (as defined in Item 2(a) below). TCG III GP LP (as defined in Item 2(a) below) is the general partner of TCG III LP and may be deemed to have voting, investment and dispositive power with respect to these securities. Peter Svennilson, David Goeddel, a member of the Issuer’s board of directors, and Tim Kutzkey are the managing partners of TCG III GP LP and may each be deemed to share voting, investment and dispositive power with respect to these securities. All shares are held of record by TCG LP (as defined in Item 2(a) below).

Based on 63,987,996 shares of Common Stock outstanding after the conclusion of the Follow-on Offering (as defined in Item 3 below and assuming the underwriters do not exercise in full the option to purchase additional shares) and as reported in the Prospectus Supplement filed by the Issuer pursuant to Rule 424(b)(5) with the Commission (as defined in the Introductory Note below) on November 17, 2022 (the “Prospectus Supplement”).

  Name of Reporting Person

  The Column Group III-A, LP

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only:

  Source of Funds (See Instructions):

  WC

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):

  ☐

  Citizenship or Place of Organization:

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power:

  0

  Shared Voting Power:

  4,985,570 (1)

  Sole Dispositive Power:

  0

  Shared Dispositive Power:

  4,985,570 (1)

  Aggregate Amount Beneficially Owned by Each Reporting Person:

  4,985,570 (1)

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

  ☐

  Percent of Class Represented by Amount in Row (11):

  7.8% (2)

  Type of Reporting Person (See Instructions):

  PN

All such shares are held of record by TCG III-A LP (as defined in Item 2(a) below). TCG III GP LP 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. Peter Svennilson, David Goeddel, a member of the Issuer’s board of directors, and Tim Kutzkey are the managing partners of TCG III GP LP and may each be deemed to share voting, investment and dispositive power with respect to these securities.

Based on 63,987,996 shares of Common Stock outstanding after the conclusion of the Follow-on Offering (assuming the underwriters do not exercise in full the option to purchase additional shares) and as reported in the Prospectus Supplement.

  Name of Reporting Person

  The Column Group III GP, LP

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only:

  Source of Funds (See Instructions):

  AF

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):

  ☐

  Citizenship or Place of Organization:

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power:

  0

  Shared Voting Power:

  9,400,290 (1)

  Sole Dispositive Power:

  0

  Shared Dispositive Power:

  9,400,290 (1)

  Aggregate Amount Beneficially Owned by Each Reporting Person:

  9,400,290 (1)

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

  ☐

  Percent of Class Represented by Amount in Row (11):

  14.7% (2)

  Type of Reporting Person (See Instructions):

  PN

Consists of (i) 4,414,720 shares held of record by TCG III LP and (ii) 4,985,570 shares held of record by TCG III-A LP. TCG III GP LP is the general partner of each of TCG III LP and TCG III-A LP and may be deemed to have voting, investment and dispositive power with respect to these securities. Peter Svennilson, David Goeddel, a member of the Issuer’s board of directors, and Tim Kutzkey are the managing partners of TCG III GP LP and may each be deemed to share voting, investment and dispositive power with respect to these securities.

Based on 63,987,996 shares of Common Stock outstanding after the conclusion of the Follow-on Offering (assuming the underwriters do not exercise in full the option to purchase additional shares) and as reported in the Prospectus Supplement.

  Name of Reporting Person

  The Column Group Opportunity III, LP

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only:

  Source of Funds (See Instructions):

  WC

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):

  ☐

  Citizenship or Place of Organization:

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power:

  0

  Shared Voting Power:

  11,370,274 (1)

  Sole Dispositive Power:

  0

  Shared Dispositive Power:

  11,370,274 (1)

  Aggregate Amount Beneficially Owned by Each Reporting Person:

  11,370,274 (1)

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

  ☐

  Percent of Class Represented by Amount in Row (11):

  17.8% (2)

  Type of Reporting Person (See Instructions):

  PN

All such shares are held of record by TCG Opportunity III LP (as defined in Item 2(a) below). TCG Opportunity III GP LP (as defined in Item 2(a) below) is the general partner of TCG Opportunity III LP and may be deemed to have voting, investment and dispositive power with respect to these securities. TCG Opportunity III GP LLC (as defined in Item 2(a) below) is the general partner of TCG Opportunity III GP LP and the ultimate general partner of TCG Opportunity III LP and may be deemed to have voting, investment and dispositive power with respect to these securities. Peter Svennilson, David Goeddel, a member of the Issuer’s board of directors, and Tim Kutzkey are the managing members of TCG Opportunity III GP LLC and may each be deemed to share voting, investment and dispositive power with respect to these securities.

Based on 63,987,996 shares of Common Stock outstanding after the conclusion of the Follow-on Offering (assuming the underwriters do not exercise in full the option to purchase additional shares) and as reported in the Prospectus Supplement.

  Name of Reporting Person

  The Column Group Opportunity III GP, LP

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only:

  Source of Funds (See Instructions):

  AF

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):

  ☐

  Citizenship or Place of Organization:

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power:

  0

  Shared Voting Power:

  11,370,274 (1)

  Sole Dispositive Power:

  0

  Shared Dispositive Power:

  11,370,274 (1)

  Aggregate Amount Beneficially Owned by Each Reporting Person:

  11,370,274 (1)

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

  ☐

  Percent of Class Represented by Amount in Row (11):

  17 .8% (2)

  Type of Reporting Person (See Instructions):

  PN

All such shares are held of record by TCG Opportunity III LP. TCG Opportunity III GP LP is the general partner of TCG Opportunity III LP and may be deemed to have voting, investment and dispositive power with respect to these securities. TCG Opportunity III GP LLC is the general partner of TCG Opportunity III GP LP and the ultimate general partner of TCG Opportunity III LP and may be deemed to have voting, investment and dispositive power with respect to these securities. Peter Svennilson, David Goeddel, a member of the Issuer’s board of directors, and Tim Kutzkey are the managing members of TCG Opportunity III GP LLC and may each be deemed to share voting, investment and dispositive power with respect to these securities.

Based on 63,987,996 shares of Common Stock outstanding after the conclusion of the Follow-on Offering (assuming the underwriters do not exercise in full the option to purchase additional shares) and as reported in the Prospectus Supplement.

  Name of Reporting Person

  TCG Opportunity III GP, LLC

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only:

  Source of Funds (See Instructions):

  AF

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):

  ☐

  Citizenship or Place of Organization:

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power:

  0

  Shared Voting Power:

  11,370,274 (1)

  Sole Dispositive Power:

  0

  Shared Dispositive Power:

  11,370,274 (1)

  Aggregate Amount Beneficially Owned by Each Reporting Person:

  11,370,274 (1)

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

  ☐

  Percent of Class Represented by Amount in Row (11):

  17.8% (2)

  Type of Reporting Person (See Instructions):

  OO

All such shares are held of record by TCG Opportunity III LP. TCG Opportunity III GP LP is the general partner of TCG Opportunity III LP and may be deemed to have voting, investment and dispositive power with respect to these securities. TCG Opportunity III GP LLC is the general partner of TCG Opportunity III GP LP and the ultimate general partner of TCG Opportunity III LP and may be deemed to have voting, investment and dispositive power with respect to these securities. Peter Svennilson, David Goeddel, a member of the Issuer’s board of directors, and Tim Kutzkey are the managing members of TCG Opportunity III GP LLC and may each be deemed to share voting, investment and dispositive power with respect to these securities.

Based on 63,987,996 shares of Common Stock outstanding after the conclusion of the Follow-on Offering (assuming the underwriters do not exercise in full the option to purchase additional shares) and as reported in the Prospectus Supplement.

THE COLUMN GROUP OPPORTUNITY III

GP, LP