Tenaya Therapeutics, Inc.
4.30%
6,732,971
1858848
87990A106
Mar 3, 2025
Mar 7, 2025, 08:22 PM
Reporting Persons (4)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Casdin Capital, LLC | Investment Adviser | 4.30% | 6,732,971 | 0 | 6,732,971 |
| Eli Casdin | Individual | 4.30% | 6,732,971 | 0 | 6,732,971 |
| Casdin Partners Master Fund, L.P. | Partnership | 4.10% | 6,371,002 | 0 | 6,371,002 |
| Casdin Partners GP, LLC | Other | 4.10% | 6,371,002 | 0 | 6,371,002 |
Disclosure Items (7)
Common Stock, $0.0001 par value per share
Tenaya Therapeutics, Inc.
171 Oyster Point Blvd., Suite 500, South San Francisco, CA, 94080
(a) - (f) This Schedule 13D is being filed jointly by Casdin Capital, LLC, a Delaware limited liability company ("Casdin"), Casdin Partners Master Fund, L.P., a Cayman Islands exempted limited partnership (the "Fund"), Casdin Partners GP, LLC, a Delaware limited liability company (the "GP") and Eli Casdin, a United States citizen (collectively, the "Reporting Persons"). The principal business address for each of the Reporting Persons is 1350 Avenue of the Americas, Suite 2600, New York, New York 10019. Eli Casdin is the managing member of Casdin and the GP. The principal business of Casdin is serving as an investment adviser to its clients. The principal business of the GP is serving as the general partner to certain private funds. Casdin is the investment manager to the Fund and the GP is the general partner of the Fund. The principal business of the Fund is purchasing, holding and selling securities for investment purposes. During the last five years, none of the Reporting Persons has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The Reporting Persons disclaim membership in a group.
No material changes from the Schedule 13D amendment filed by the Reporting Persons on December 7, 2022.
(a) - (e) As of the date hereof, Casdin and Eli Casdin may be deemed to be the beneficial owners of 6,732,971 Shares, constituting 4.3% of the Shares, based upon 154,220,516 Shares outstanding. Casdin and Eli Casdin have the sole power to vote or direct the vote of 0 Shares; have the shared power to vote or direct the vote of 6,732,971 Shares; have the sole power to dispose or direct the disposition of 0 Shares; and have the shared power to dispose or direct the disposition of 6,732,971 Shares. As of the date hereof, the Fund and the GP may be deemed to be the beneficial owners of 6,371,002 Shares, constituting 4.1% of the Shares, based upon 154,220,516* Shares outstanding. The Fund and the GP have the sole power to vote or direct the vote of 0 Shares; have the shared power to vote or direct the vote of 6,371,002 Shares; have the sole power to dispose or direct the disposition of 0 Shares; and have the shared power to dispose or direct the disposition of 6,371,002 Shares. The Reporting Persons have not had any transaction in the Shares during the past sixty days. All of the Shares are beneficially owned by the Fund and another private investment fund managed by Casdin. The Reporting Persons no longer own more than 5% of the total outstanding Shares. Consequently, this is the final amendment to the Schedule 13D and constitutes an "exit filing" for the Reporting Persons.
The Fund previously held 1,354,111 pre-funded warrants that were issued on November 17, 2022. These pre-funded warrants were exercisable, in the holder's discretion, on or after the date of issuance by (i) payment in full in immediately available funds for the number of shares of common stock purchased upon such exercise or (ii) a cashless exercise, in which case the holder would receive upon such exercise the net number of shares of common stock determined according to a pre-set formula.
Exhibit A: Joint Filing Agreement